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HomeMy WebLinkAboutCORRESPONDENCE - SOLE SOURCE - EKLUND HANLON LLCPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and EKLUND HANLON LLC, hereinafter referred to as the "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of one (1) page, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence August 1, 2020 and shall continue in full force and effect until July 31, 2021, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. 3. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: City: Copy to: Eklund Hanlon LLC Attn: James Eklund 645 Bellaire Street Denver, CO 80220 City of Fort Collins Attn: Eileen Dornfest PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 1 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorney’s fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain insurance in accordance with Exhibit D, consisting of one (1) page, attached hereto and incorporated herein. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay the Professional a fixed fee in the amount of two thousand dollars and no cents ($2000.00) on a monthly basis in accordance with Exhibit B, consisting of one (1) page, attached hereto and incorporated herein. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's actual reimbursable expenses. Final payment shall be made following acceptance of the Work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. 6. License. Upon execution of this Agreement, the Professional grants to the City an irrevocable license to use any and all sketches, drawings, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models and other Work Order deliverables (the “Instruments of Service”), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the City substantially performs its obligations under the Agreement. The license granted hereunder permits the City and third parties reasonably authorized by the City to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the project. In addition, the license granted hereunder shall permit the City and third parties reasonably authorized by the City to reproduce and utilize the Instruments of Service for similar projects, provided however, in such event the Professional shall not be held responsible for the design to the extent the City deviates from the Instruments of Service. This license shall survive termination of the Agreement by default or otherwise. 7. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 8. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 2 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 request. 9. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 10. Subcontractors. The Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the Work of the subcontractor will be subject to inspection by the City to the same extent as the Work of the Professional. The Professional shall require all subcontractors performing Work hereunder to maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit “C”, consisting of one (1) page attached hereto and incorporated herein by this reference. The Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, the Professional shall promptly provide the City with a copy of such certificate(s). 11. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 12. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the Work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 3 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 16. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 17. Prohibition Against Unlawful Discrimination. The City of Fort Collins, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its vendors to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors at every tier. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., the Professional represents and agrees that: a. As of the date of this Agreement: 1. The Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 4 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 2. The Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. The Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. The Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If the Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Professional shall: 1. Notify such subcontractor and the City within three days that the Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that the Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. The Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If the Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, the Professional shall be liable for actual and consequential damages to the City arising out of the Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if the Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit C – Eklund Hanlon’s Standard Terms of Engagement and Exhibit D – Confidentiality. Exhibit C consists of ten Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 5 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 (10) pages and Exhibit D consists of three (3) pages, both are attached hereto and incorporated herein by this reference. 20. Contract Defined. This Contract incorporates the terms and conditions of the following documents, attached hereto and incorporated herein by this reference. If there is a conflict among the documents, the terms and conditions shall prevail in the following order: a. Future amendments to the Professional Services Agreement; b. Professional Services Agreement; c. Eklund Hanlon’s Standard Terms of Engagement (Exhibit C) consisting of ten (10) pages; d. Insurance Requirements (Exhibit D), consisting of one (1) page; and e. Confidentiality Exhibit (Exhibit E), consisting of three (3) pages. Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 6 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: EKLUND HANLON LLC By: Printed: James Eklund Title: Date: Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 7 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 8/29/2020 Principal, Eklund Hanlon LLC Assistant City Attorney ll 9/8/2020 City Clerk EXHIBIT A SCOPE OF SERVICES Eklund Hanlon’s role will be to provide strategic counseling, advocacy support, and targeted outreach to key policy officials and decision makers in conjunction with City objectives. Specifically, the scope of service will encompass: • Strategic planning with the City of Fort Collins relative to the City’s interest in achieving federal, state, and local support for the objective of securing approvals and authorizations for the Halligan Reservoir Enlargement Project. • Initiation of contact and ongoing communication with government officials, including but not limited to the U.S. Army Corps of Engineers, the State of Colorado including the Governor’s Office and Colorado’s congressional delegation to further the City’s objective. • Regular communication and interaction with the City regarding progress, development and adjustments to the strategic direction including regular (bi-weekly) conference calls between the City’s team and Eklund Hanlon as well as participation in any appropriate internal project meetings. • Frontline reconnaissance on feedback from government officials. • Advice and assistance in drafting external communications to targeted officials. • Support in creating a media strategy, as appropriate, to promote the City’s objective. • Coordination with other parties that support the City’s objective. The scope of this engagement is for public policy services, not legal services. Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 8 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 Official Purchasing Document Last updated 10/2017 EXHIBIT B COMPENSATION The City and Professional agree to a monthly rate of $2,000 for services for twelve months, subject to evaluation after six months or sooner as City deems appropriate. Eklund Hanlon LLC will monitor work levels during this initial period and discuss with City prior to evaluating the rate structure moving forward. Unless City specifies otherwise, billing will occur on the last day of each month beginning in August 2020, payments due Net 30. Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 9 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 1 Standard Terms and Conditions of Engagement 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 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. “I” or “me” or “my” refer to Eklund Hanlon LLC defined more fully in the section titled THE FIRM. “You” and “yours” refer to my client(s) defined more fully below in the section titled WHO IS MY CLIENT. For your convenience, set forth below are the topics covered in these Standard Terms: The Firm ............................................................. 1 Who Will Provide the Legal Services? ................ 1 My Services to You ............................................. 1 Who is My Client? .............................................. 2 Conflicts of Interest ............................................ 3 Public Policy Practice ......................................... 4 Termination of Representation.......................... 4 My Fees .............................................................. 6 Other Charges .................................................... 6 Billing Arrangements and Payment Terms ........ 7 Taxes .................................................................. 8 Data Protection and Privacy .............................. 8 Client and Firm Documents ............................... 8 Equality and Diversity ........................................ 9 Disclosure of Your Name .................................... 9 Eklund Hanlon LLC Attorney/Client Privilege ..... 9 Severability ......................................................... 9 Primacy .............................................................. 9 Entire Agreement ............................................... 9 Interpretations ................................................... 9 Governing Law, Courts and Bar Associations... 10 In Conclusion .................................................... 10 THE FIRM “Eklund Hanlon LLC” is the trade name for a legal practice authorized to practice law in various states and jurisdictions and is a limited liability company. The “Firm” means Eklund Hanlon LLC in all cases including the entity or entities lawfully permitted to practice law in the jurisdiction or jurisdictions necessary or appropriate to provide your legal services. Your engagement in this instance is with the entity which sent you these Standard Terms and, as applicable, with such other entities necessary or appropriate for your legal services, in which case the entity which sent you these Standard Terms is acting on their behalf. Throughout these standard terms, “I” or “me” or “my” refers to 2 matter or case in which I will be advising or representing you. Unless I agree in writing to expand the scope of my representation, an important part of our engagement agreement is that I am not your counsel in other matters, and you will not rely on me to provide legal services for matters other than those described in the relevant letter. For example, unless specified in the relevant letter, my 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 my services in any letter or e-mail concerning the inception of our engagement is generally made at the beginning of my engagement and is sometimes, of necessity, described in broad terms. The actual nature and extent of my representation may be narrower and more precise and is to be determined over the life of the representation by your requests for my legal services and my response based on the letters, e-mails, or other documents exchanged between us. Of course, you and I can enter into an additional engagement agreement for services outside any general description in any letters or e-mails at the beginning of my 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 my services, I am relying on you to communicate with me. I will apply my professional skill, experience and judgment to achieve your objectives in accordance with the honored standards of my profession that all attorneys are required to uphold. However, I cannot guarantee the outcome of any matter. Any expression of my professional judgment regarding your matter or the potential outcome is, of course, limited by my 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 my control, including the unpredictable human element in the decisions of those with whom I deal in undertaking your representation. I will comply properly and fully with the duty of confidentiality as described in the rules of professional conduct governing my profession which provide special and stringent protection for ethically protected information concerning my representation of you (hereinafter client “confidential information”). In compliance with such rules on confidential information and this engagement agreement, I will not disclose to any 3 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, my 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, my representation does not extend to the individual partners of the partnership or members of the limited liability company. If you are a joint venture, my representation does not extend to the participants. If you are a trade association, my representation excludes members of the trade association. If you are a governmental entity, my 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, my representation does not include your spouse, siblings, or other family members. If you are a trust, you are my client, not the members or beneficiaries. The beneficiaries are not my clients, nor is the trustee in any capacity other than as the fiduciary for the particular trust in my representation. It would be necessary for related parties, including all those listed above, to enter into a written engagement agreement with me much like this one before they would become clients and I would assume duties towards them. You should know that my engagement agreements with other clients have a similar provision. If you provide me with any confidential information of your related parties or any other entities or individuals during my representation of you, I will treat it as your information and maintain its confidentiality in accordance with my duties to you as my client under applicable law, but insofar as applicable law permits me to agree on my respective rights and duties, you are the only party to whom I owe duties regarding such information. Except as specifically agreed by both of us, the advice and communications that I render on your behalf are not to be disseminated to or relied upon by any other parties without my written consent. CONFLICTS OF INTEREST Eklund Hanlon LLC is based in the United States. My clients inside and outside the U.S. should understand that this provision is designed to treat all of my 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 4 examining or cross-examining your personnel, unless you agree otherwise. For further explanation of the provision being replaced see https://www.americanbar.org/groups/professio nal_responsibility/publications/model_rules_of _professional_conduct/rule_1_10_imputation_ of_conflicts_of_interest_general_rule.html including Comment ¶ [2]. For explanation of “substantially related” matters see https://www.americanbar.org/groups/professio nal_responsibility/publications/model_rules_of _professional_conduct/rule_1_9_duties_of_for mer_clients.html especially Comment ¶ [3]. You understand and agree that, consistent with these commitments, I am 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. I value my individual professional independence and you also agree that the interests of other clients I represent will not create a material limitation on this engagement. For further explanation of “material limitations” see https://www.americanbar.org/groups/professio nal_responsibility/publications/model_rules_of _professional_conduct/rule_1_7_conflict_of_in terest_current_clients/comment_on_rule_1_7. html especially Comment [8]. You agree that a precondition to my forming an attorney/client relationship with you and undertaking your representation is your agreement that my representation of you will not prevent or disqualify me from representing clients adverse to you in other matters and that you consent in advance to my undertaking such adverse representations, subject to the exceptions and commitments explicitly set forth above. Please let me know if you would like to discuss excluding particular parties or matters from your agreement. My agreements and yours are effective immediately. In similar engagement agreements with other clients, I have asked for similar agreements to preserve my ability to represent you. PUBLIC POLICY PRACTICE Among the legal services that I provide to clients are advise and representation with respect to the legislative, executive, administrative and other functions of governments (herein “public policy” representations). I have a public policy practice in water policy, infrastructure policy, business regulation, energy, natural resources and environmental matters, financial services, food and drug, transportation, and numerous other areas affected by government action. 5 to me. After receiving such notice, or upon my termination of the representation as permitted by applicable ethical and/or court rules, I will cease to render services to you as soon as allowed by such rules, which may include court approval of my withdrawal from litigation. Termination of my 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 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 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 I would have the right to withdraw from the representation of you. Regardless of whether you or I terminate the representation, I 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 I terminate the representation (A) I would be paid by you for the work performed prior to termination; (B) my representation of you prior to any termination would not preclude the Firm from undertaking or continuing any representation of another party; and (C) as a result of the Firm’s representation of another party you would not argue or otherwise use my representation of you prior to any termination to contend that the Firm should be disqualified. When I complete the specific services you have retained me to perform, our attorney-client relationship for that matter will be terminated at that time regardless of any later billing period. To eliminate uncertainty, my representation of you ends in any event whenever there is no outstanding request from you for my legal services that requires my immediate action and 6 then applicable rates if I am asked to testify or provide information in writing as a result of my representation of you or any legal requirements, or if my records from my representation of you are demanded, or if any claim is brought against Eklund Hanlon LLP or any of its personnel based on your actions or omissions (in addition to any other costs involving the claim), or if I must defend the confidentiality of your communications under the attorney-client or any other legal professional privilege (in which case I will to the extent that circumstances permit make reasonable efforts to inform you of the requirement made upon me and give you the opportunity to waive privilege). MY FEES Unless another basis for billing is established in this engagement agreement, the Firm will bill you monthly for the professional fees of attorneys 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 rate initially assigned to your representation are generally specified in the accompanying engagement letter. If applicable, the billing rates of any other attorneys, paralegals, and other personnel vary, depending generally upon the experience and capabilities of the individual involved. Unless otherwise agreed in writing, I will charge you for their services at their applicable rates. My hourly billing rates are adjusted from time to time, usually at the beginning of each year. Upon any adjustment in the applicable rates, I will charge you the adjusted rates. At times clients ask me to estimate the total fees and other charges that they are likely to incur in connection with a particular matter. Whenever possible, I am pleased to respond to such requests with an estimate or proposed budget. Still, it must be recognized that my fees are often influenced by factors that are beyond my 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 I 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. I 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 7 For some services, particularly those that involve significant technology and/or support services which I provide (such as imaging documents and computer research), I 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, I may bill you at a per unit rate that may not reflect the quantity discounts I obtain. In many cases the total quantity that will be used by all of my clients over a year or other period of time is not certain. In the event any of my statements for such services are not paid by their due dates, you agree that I have the right not to advance any further amounts on your behalf. When you send me a letter at the request of your auditors asking me for a response on any loss contingencies, I will charge you a fixed fee for my response that varies with the level of difficulty of the response. Letter Type Description Rate Clean No litigation reported US $400 Normal 1-3 cases US $600 Extraordinary >3 cases US $1,000 Update Update of prior response US $200 No-Services Verifying no work for client during fiscal year US $50 Notwithstanding my advance payments of any charges, you will be solely responsible for all invoices issued by third parties. It is my 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 my ability to deliver legal services to you. Accordingly, you agree that I 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 me. Unless I agree specifically in writing and you advise any other law firm, professionals, or third- parties in writing that they must comply with my directions, I am not responsible for them. BILLING ARRANGEMENTS AND PAYMENT TERMS I will bill you on a regular basis – normally, each month – for both fees and other charges. You 8 In addition, if your account becomes delinquent and satisfactory payment terms are not arranged, I 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 my legal fees rendered and charges incurred prior to such withdrawal. If my 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 me an attorneys’ lien on those funds in the amount of any sums due me. I look to you, the client, for payment regardless of whether you are insured to cover the particular risk. From time to time, I assist clients in pursuing third parties for recovery of attorneys’ fees and other costs arising from my services. These situations include payments under contracts, statutes or insurance policies. However, it remains your obligation to pay all amounts due to me before expiration of thirty (30) days from the date of my 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 my 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. I will use best efforts to protect data and maintain privacy. 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 I will maintain any documents you furnish to me in my client files for this matter. At the conclusion of the matter (or earlier, if appropriate), it is your obligation to advise me promptly as to which, if any, of the documents in my files you wish me 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 9 With regard to any documents containing EU personal data that you transfer to me that I have not previously destroyed, I 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 The Firm has a commitment to Equality and Diversity in the performance of my services. I work to further racial and gender equality in the work I perform for clients and I commit to achieving the benefits that racial and gender diversity afford in decision- and policy-making. DISCLOSURE OF YOUR NAME I am proud to serve you as legal counsel and hope to share that information with other clients and prospective clients. On occasion, I provide names of current clients in marketing materials and on my website. I may include your name on a list of representative clients. I may also prepare lists of representative transactions or other representations, excluding of course any I believe are sensitive. If you prefer that I refrain from using your name and representation in this manner, please advise me in writing. EKLUND HANLON LLC ATTORNEY/CLIENT PRIVILEGE If I determine during the course of the representation that it is either necessary or appropriate to consult with other counsel outside the Firm on ethics or other subjects, I have your consent to do so with the confidentiality of my communications with such counsel protected by an attorney-client privilege which will not be diminished by my 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 My Client,” “Conflicts of Interest,” and “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 10 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 I 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 me so that I can try to address your concerns. I can recommend changes that will be effective once you receive written notice of approval of any revisions from me. Thank you. Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 19 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 Official Purchasing Document Last updated 10/2017 EXHIBIT D INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing Work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies for any claims arising out of Work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in Work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of Work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any Work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the Work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 20 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 Official Purchasing Document Last updated 10/2017 EXHIBIT E CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by Professional under this Agreement, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this Agreement, the party who owns the confidential information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s confidential information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this Agreement refers to information which is not public and/or is proprietary and includes by way of example, but without limitation, City customer information, utility data, service billing records, customer equipment information, location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, and ideas. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, Professional shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the City, including but not limited to account, address, billing, consumption, contact and other customer data. In the case of disclosure in non- documentary form of non-customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party prior to the execution of this Agreement and related to the services for which Professional has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this Agreement with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The City and Professional shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this section, which shall survive this Agreement as an on-going obligation of the Parties. Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this Agreement. Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 21 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 Official Purchasing Document Last updated 10/2017 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party (1) was generally known to the public through no wrongful act of the Receiving Party; (2) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (3) has been approved for release by a written authorization by the other party hereto; or (4) has been disclosed pursuant to a requirement of a governmental agency or by operation of law. 5. Required Disclosure. If the Receiving Party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with prompt notice of such request, so the Disclosing Party may seek an appropriate protective order or waive the Receiving Party’s compliance with this Agreement. The Receiving Party shall furnish a copy of this Agreement with any disclosure. 6. Notwithstanding paragraph 5, Professional shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required or authorized in writing by the City. 7. Red Flags Rules. Professional must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, Professional must take appropriate steps to mitigate identity theft if it occurs with one or more of the City’s covered accounts and must as expeditiously as possible notify the City in writing of significant breeches of security or Red Flags to the City. 8. Data Protection and Data Security. In addition to the requirements of paragraph 7, Professional shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of utility and customer information and shall have written agreements requiring any subcontractor to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. a) Professional’s information security safeguards shall address the following elements: • Data Storage, Backups and Disposal • Logical Access Control (e.g., Role-Based) • Information Classification and Handling • Secure Data Transfer (SFTP and Data Transfer Specification) • Secure Web Communications • Network and Security Monitoring • Application Development Security Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 22 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 Official Purchasing Document Last updated 10/2017 • Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging) • Incident Response • Vulnerability Assessments • Hosted Services • Personnel Security b) Subcontractors. Professional may use subcontractors, though such activity shall not release or absolve Professional from the obligation to satisfy all conditions of this Agreement, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Customer Data received, for any subcontractor Professional may use. Accordingly, any release of data, confidential information, or failure to protect information under this Agreement by a subcontractor or affiliated party shall be attributed to Professional and may be considered to be a material breach of this Agreement. 9. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the Professional can ensure security for the Confidential Information so stored. Work stations or laptops to be used in the Work will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 10. The Agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Work and at any time thereafter unless specifically authorized by the City in writing. 11. If Professional breaches this Agreement, in the City’s sole discretion, the City may immediately terminate this Agreement and withdraw Professional’s right to access Confidential Information. 12. Notwithstanding any other provision of this Agreement, all material, i.e., various physical forms of media in which Confidential Information is contained, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon such return of physical records, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 13. Professional acknowledges that the City may, based upon the representations made in this Agreement, disclose security information that is critical to the continued success of the City’s business. Accordingly, Professional agrees that the City does not have an adequate remedy at law for breach of this Agreement and therefore, the City shall be entitled, as a non- exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this Agreement. Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 23 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 LAWYERS PROFESSIONAL LIABILITY INSURANCE POLICY DECLARATIONS Policy Number Issuing Company 20MCCO000094 Medmarc Casualty Insurance Company 4795 Meadow Wood Lane, Suite 335 West Chantilly, VA 20151 (A Stock Company) 1 Named Insured and Address 2 Policy Period 6 3 4 5 Effective Date: 8/4/2020 Expiration Date: 8/4/2021 12:01 A.M. Standard Time at the address of the Named Insured as stated herein. Retroactive Date 8/4/2020 Unless indicated otherwise in an Endorsement attached to this policy Limit of Liability $1,000,000.00 $1,000,000.00 $2,500.00 $2,500.00 Deductible Premium $1,251.00 7 Fees (if applicable) $0.00 Issue Date: 08/05/2020 Each Claim Aggregate Each Claim Aggregate Eklund Hanlon, LLC 645 Bellaire Street Denver, CO 80220 LCP101 (9/14) © 2014 ProAssurance Corporation Page 1 of 1 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 and contains the entire agreement between us. This engagement agreement may be modified only by a signed written agreement by you and by me. 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 Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 18 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 accordance with ethical requirements and subject to any lien that may be created by law for payment of any outstanding fees and costs. I may keep a copy of your files if you ask me to return or transfer your files. I will retain my own documents and files, including my 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 me or for my internal use. All such documents which I retain will be transferred to the person responsible for administering the Firm’s records retention program. For various reasons, including the minimization of unnecessary storage charges, I have the right to destroy or otherwise dispose of any such documents or other materials retained by us five (5) 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. Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 17 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 agree to make payment within thirty (30) days of the date of my statement, unless a different period of time is specified in the Engagement Letter. If you have any issue with my statement, you agree to raise it specifically before thirty (30) days from the date of my 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 I have rendered a final bill and I become liable for other charges incurred on your behalf, I 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 my 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 my billing and collection costs. Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 16 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 that payment of my fees and charges is in no way contingent on the ultimate outcome of the matter. OTHER CHARGES As an adjunct to providing legal services, I may incur and pay a variety of charges on your behalf or charge for certain ancillary support services. Whenever I incur such charges on your behalf or charge for such ancillary support services, I will bill them to you separately or arrange for them to be billed to you directly. I 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 I incur when making check payments or telegraphic transfers of money will be charged to you inclusive of a handling fee. My charges for these ancillary support services generally reflect my direct and indirect costs, but charges for certain items exceed my actual costs. Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 15 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 more than six (6) months (180 days) have passed since my 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 I 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, application, decree, consent order, or other document with continuing effect, or filing routine or repeated submissions or renewals in water or other matters, or advising you to take action, my representation of you lasts only for the brief period in which my task is performed, unless you retain me in writing at that time to perform further or additional services. After termination, if you later retain me 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 my representation, changes may occur in applicable laws that could impact your future rights and liabilities. Unless you actually engage me in writing to provide additional advice on issues arising from the matter after its completion, I have no continuing obligation to advise you with respect to future legal developments. During or following my representation of you, I will be entitled to recover from you fees for any time spent and other charges, calculated at the Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 14 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 Information on the extensive scope of my public policy practice, the other areas in which I offer legal services is available on request or on the internet. Given the breadth of my public policy practice, in agreeing to my representation of you, you should not discount the possibility that my 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 my representation of you. A precondition to my 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 my 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 I can provide to existing or new clients will not be diminished in any respect by my undertaking this representation even if there would otherwise be a conflict. Agreement by my other clients to an analogous waiver may protect the scope of legal services that I can provide for you. TERMINATION OF REPRESENTATION You may terminate my representation at any time, with or without cause, upon written notice Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 13 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 outside the U.S. With several current clients, you should understand that during the course of my representation of you I may represent any other client in any kind of matter; you should not assume any exceptions. Information on the nature of my clients and practice is available upon request. I 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. I commit that I will not work for any other client adverse to you throughout the representation unless you agree otherwise. Further, throughout the representation I commit that I will 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 my representation of you or (ii) where there is a reasonable probability that confidential information you furnished to me could be used to your material disadvantage, including by examining or cross-examining your personnel, unless you agree otherwise. Finally, I commit that after the representation has ended, unless you agree otherwise, I will 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 my representation of you or (ii) where there is a reasonable probability that confidential information you furnished to me could be used to your material disadvantage, including by Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 12 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 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 me in each representation that you ask me to undertake include providing full, complete and accurate instructions and other information to me in sufficient time to enable me to provide my services effectively. WHO IS MY CLIENT? An essential condition of my representation is that my only client is the person or entity identified in the accompanying letter. In the absence of an express identification of my client in the text of the letter, my client is the person or entity to whom the letter is addressed, even though in certain instances the payment of my fees may be the responsibility of others. In situations in which my client is an entity, I have addressed the letter to an authorized representative of the client. Throughout these standard terms, “you” refers to the entity that is my client, not the individual addressed. Unless specifically stated in my letter, my representation of you does not extend to any of your affiliates and I do not assume any duties with respect to your affiliates. Unless I state specifically in my letter, I do not represent a corporate family or other group of which you Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 11 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5 Eklund Hanlon LLC, not James Eklund as an individual. This engagement agreement shall apply to all matters for which you might now or in the future request my assistance, unless of course you and I 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. I encourage you to retain this engagement agreement. WHO WILL PROVIDE THE LEGAL SERVICES? James Eklund be your principal contact. From time to time he may delegate parts of your work to other lawyers, legal assistants, nonlegal personnel, or “contract” personnel outside the Firm. Any such delegation will be submitted to you for prior approval. MY SERVICES TO YOU In my letter that presents these Standard Terms to you, or in a separate Matter Acknowledgement Letter, I will describe the EXHIBIT C EKLUND HANLON LETTER OF ENGAGEMENT Professional Services Agreement SS2020 - Eklund Hanlon LLC Page 10 of 23 DocuSign Envelope ID: 8739BEDE-EFD1-4C8F-B886-713618F7DDE5