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Home My WebLink AboutSQUIRE PATTON BOGGS (US) LLC - CONTRACT - AGREEMENT MISC - SQUIRE PATTON BOGGS (US) LLPPROFESSIONAL SERVICES AGREEMENT WORK ORDER 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 SQUIRE PATTON BOGGS (US) LLP, 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 any project Work Orders for strategic counseling, advocacy support, and targeted outreach related to the Halligan Reservoir Enlargement Project. A blank sample of a work order is attached hereto as Exhibit A, consisting of one (1) page and is incorporated herein by this reference. A general scope of services is attached hereto as Exhibit B, consisting of eleven (11) pages and is incorporated herein by this reference. The City reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. The term “Work” as used in this Agreement shall include the services and deliverables contained in Exhibit A and any Work Orders issued by the City. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence September 27, 2017, and shall continue in full force and effect until September 26, 2018, 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. 5. 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. PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 1 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: City: Copy to: Squire Patton Boggs (US) LLC Attn: James Eklund 1801 California Street, Suite 4900 Denver, CO 80202 City of Fort Collins Attn: Adam Jokerst 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. 6. 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 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. 7. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis in accordance with Exhibit B. Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs 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 reimbursable direct costs. 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. 8. 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 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 2 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 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. 9. City Representative. The City will designate, prior to commencement of the 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. 10. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, the 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 request. 11. Independent Contractor. The services to be performed by the 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 the Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 12. 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). PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 3 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 13. Personal Services. It is understood that the City enters into this 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 this Agreement without the prior written consent of the City. 14. 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. 15. 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. 16. 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; 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. 17. 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. 18. 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. 19. 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 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 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 4 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 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. 20. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit C – Squire Patton Boggs’ PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 5 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 Engagement Letter and Exhibit D – Confidentiality. Exhibit C consists of thirteen (13) pages and Exhibit D consists of four (4) pages, both are attached hereto and incorporated herein by this reference. 21. 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. Professional Services Agreement b. Exhibit A: Work Order form to be completed for each specific project (Work Order). A. sample work order form is included as Attachment A. c. Exhibit B: Proposal for Halligan Reservoir Expansion Project, dated July, 2017 and consisting of eleven (11) pages; d. Exhibit C: Squire Patton Boggs’ Engagement Letter signed August 7, 2017 and consisting of thirteen (13) pages; e. Exhibit D: Insurance Requirements, consisting of one (1) page; f. Exhibit E: Confidentiality, consisting of four (4) pages; PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 6 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: SQUIRE PATTON BOGGS LLC By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 7 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 9/28/2017 James Eklund Of Counsel Assistant City Attorney 9/28/2017 City Clerk EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND DATED: Work Order Number: Purchase Order Number: Project Title: Original Bid/RFP Project Number & Name: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: The Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this Work Order (including the attached forms) the Professional Services Agreement shall control. The attached forms consisting of ( ) page(s) are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. PROFESSIONAL By:_______________________________ Date:_____________________________ CITY OF FORT COLLINS Submitted By: _________________________ Project Manager Date: _________________________ Reviewed by: _________________________ Senior Utility Engineer Date: _________________________ Approved by: _________________________ Water Engineering & Field Services Operations Manager Date: ________________________ Approved by: _________________________ Utilities General Manager (over $1,000,000) Date: ________________________ Approved by: _________________________ Purchasing Director (if over $60,000) Date: _______________________ PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 8 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 EXHIBIT B SCOPE OF SERVICES PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 9 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 squirepattonboggs.com Proposal for Halligan Reservoir Expansion Project City of Fort Collins July 2017 City of Fort Collins PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 10 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 squirepattonboggs.com Contents 1. Scope of Work 1 2. Firm Overview 2 3. Understanding of Work 3 4. Advocacy Team 3 5. Professional Reference Listing 6 6. Conflicts of Interest 7 7. Proposal Fee 8 Squire Patton Boggs is the trade name of Squire Patton Boggs (US) LLP, a limited liability partnership organized under the laws of the state of Ohio, USA. Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs that operates worldwide through a number of separate legal entities. Please visit squirepattonboggs.com for more information. PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 11 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 P 1 squirepattonboggs.com 1. Scope of Work Thank you for the opportunity to present our capabilities to the City of Fort Collins in providing public policy services to help you achieve the expansion of Halligan Reservoir. Our experience advising local government on important public projects is extensive, and we advise similar clients on the policy issues that the City currently faces on this matter. Our role will be to provide strategic counseling, advocacy support, and targeted outreach to key policy officials and decision makers in conjunction with your objectives. Specifically, our scope of services will encompass:  Strategic planning with the City of Fort Collins relative to your interest in achieving federal, state, and local support for your 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 your 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 Squire Patton Boggs 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. PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 12 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 P 2 squirepattonboggs.com 2. Firm Overview 2.1 Background Squire Patton Boggs is headquartered in Cleveland, Ohio, with 46 offices in 21 countries, including offices in Denver and Washington DC. Mike Dino, Matt Knoedler and James Eklund are located in the Denver office that was established in 1989. James will be the main point of contact at Squire Patton Boggs for this client representation. His contact information is: Direct Phone Number: 303-894-6194 Email: james.eklund@squirepb.com In June 2014, Squire Sanders and Patton Boggs combined to form Squire Patton Boggs. Prior to the combination, Patton Boggs, which is known for pioneering the law/lobbying firm concept, was established in 1962. Squire Sanders was founded in 1890 as Squire, Sanders & Dempsey. Squire Patton Boggs does not have a parent company and serves public and private organizations, from Fortune 100 and FTSE 100 corporations to emerging companies, public-private partnerships, and local, national and sovereign governments. Through our expansive local, regional and global network and extensive substantive expertise, we offer our clients:  Access to new knowledge, new markets and new expertise  Greater global influence and reach, combined with powerful local insight  Stronger connectivity between government, law and business  A deeper bench of lawyers and professionals in more key places 2.2 Public Policy and Lobbying Practice Our Public Policy Practice has a reputation for effective government advocacy at all levels and offers result-oriented solutions. Our background includes more than 30 years of experience providing advocacy services for public entities. Members of our local government practice appreciate that effective federal advocacy for a local agency requires a specialized focus and substantive expertise. We recognize that individual localities must interact directly and regularly with other levels of government on a variety of issues to resolve specific local concerns and to collaborate with other localities on important policy matters. By focusing on developing subject-matter policy and program capabilities in local government issues, and tailoring special services to public agency clients, we have established a solid record of successes in representing cities and counties, as well as transportation/transit authorities, utilities, special districts, state agencies, public health consortia and hospitals, universities, community development corporations, and similar entities. We understand and respect the unique nature of local representation and are ever mindful of our role as an extension of the elected and appointed leadership of public sector entities. We always endeavor to exercise the utmost discretion when representing such entities that often operate under close public and media scrutiny. Our clients trust our advice and counsel, value our integrity and judgment, and know our interactions with government officials will always reflect positively on their behalf. The public sector entities that choose Squire Patton Boggs and the long-term continuation of those representations through changes in local political administrations attest to the quality of service we provide and the results we achieve. We also have a deep understanding of Western cities and the issues that are unique to them, such as drought, natural resources, and public lands. PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 13 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 P 3 squirepattonboggs.com 3. Understanding of Work We understand the importance of water infrastructure projects like the Halligan Reservoir Enlargement Project. Our work with Denver Water, City of Thornton, City of Greeley, and the State of Colorado afford us a comprehensive understanding of the City’s water position and needs. Additionally, James Eklund recently directed the lead agency in the State of Colorado’s efforts to enlarge Chatfield Reservoir in the South Metro Denver area. While leading the Colorado Water Conservation Board, James interacted with U.S. Army Corps of Engineers’ staff as well as leadership from the Omaha District office. We appreciate that the regulatory process can significantly affect financial resources for public agencies. We work to position our clients to address the existing regulatory framework. In addition to regulations, our municipal practice regularly monitors federal grants, funding announcements, and the introduction of legislation and regulatory proposals. The size and scope of our public policy practice provides for intelligence gathering and information sharing that benefits all of our clients. Here, the objective will be to move the Halligan Reservoir Enlargement Project forward as expeditiously as possible. We will benefit from briefing sessions with the City to build and execute a strategy for this objective that will likely include outreach to federal executive branch offices and agencies (U.S. Army Corps of Engineers, the White House, EPA), Colorado’s congressional delegation, the Governor’s Office, and relevant agencies and entities. 4. Advocacy Team 4.1 Key Personnel Biographies Our team will provide the City of Fort Collins with comprehensive public policy expertise for federal, state and local government advocacy. Short bios for each team member are below. Mike Dino Principal, Denver, CO T +1 303 894 6143 E michael.dino@squirepb.com Michael Dino is a government affairs specialist and advises corporate and public sector clients on matters pertaining to local, state and federal governments. He assists clients in developing and implementing strategies that help clients achieve their policy objectives with public officials. Michael focuses primarily on business development activities, network building and issues management. He also works extensively with local public clients, counseling them on funding and partnering opportunities with federal government agencies. In 2007 and 2008, Michael served as the CEO of the Denver Convention Host Committee where he headed up a team that raised $55 million, managed 14,000 volunteers and produced events hosting thousands of Democratic Convention guests. The Denver Convention was celebrated as one of the best modern day political conventions. As a former senior aide to Denver Mayor Wellington Webb, Michael managed intergovernmental and political affairs, as well as transportation policy matters. While working for the Mayor he served as: PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 14 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 P 4 squirepattonboggs.com Matt Knoedler Senior Policy Advisor, Denver T +1 303 894.6134 E matthew.knoedler@squirepb.com By building relationships with local leaders and government sector contacts, Matt Knoedler helps private sector clients to develop their businesses in Colorado. Matt also works with public sector clients on issues involving economic development, federal appropriations, homeland security, transportation planning and funding and natural resources policy. Matt is a former member of the Colorado General Assembly, where he represented the southern communities of Jefferson County. He served as the ranking minority member on the House Transportation and Energy Committee, and played a leadership role in the House on insurance and regulatory issues. Previously, Matt served as legislative director to Congressman Tom Tancredo (R-Colo.) and senior policy advisor to Colorado Governor Bill Owens. He advised these leaders on a range of issues, including federal appropriations, natural resources, environment, transportation, homeland security and national defense policy. Over a three-year period, Matt was Governor Bill Owens’ liaison to 10 of Colorado’s 17 state agencies. He also worked as legislative correspondent to the late Congressman Dan Schaefer (R-Colo.), counseling him on government reform and oversight, ethics and small business, among other topics. James Eklund Of Counsel, Denver T +1 303 894 6194 E james.eklund@squirepb.com  Executive director, City of Denver Task Force for the 1997 Summit of the Eight (G-7), where he planned and managed Summit activities.  An advisor on Denver International Airport.  A leader in the reuse of Lowry Air Force Base that is a national model for military base redevelopment.  A key player in creating the Metro Mayors’ Caucus – a consortium of Denver-area mayors working together for greater community cooperation. Michael is also a political campaign expert, having been a top executive or advisor in local, state and national campaigns. In 2003, he was the campaign chair for Denver’s mayor, John Hickenlooper. In 2006, he was a campaign advisor to Colorado Governor Bill Ritter and participated in the transition team for information technology matters. Michael is a member of US Senator Michael Bennet’s national finance committee. In addition to public policy interests, Michael is active in international affairs through the German Marshall Fund. In 2005, he was one of 50 people from the United States and Europe selected by Johns Hopkins University School of Advanced International Studies (SAIS) to participate in an intercontinental policy discussion. PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 15 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 P 5 squirepattonboggs.com James Eklund utilizes his background as Colorado’s lead water official to advise a range of private and public entities on environmental, public policy, regulatory and legislative matters. He has significant experience in public infrastructure projects through his service on the Intermountain Infrastructure Exchange, a collaborative effort to leverage public-private partnerships to shore up the shortfall in infrastructure funding. As Director of the Colorado Water Conservation Board, he managed a 15-member board that set the water policy for the Headwater State (18 downstream states and Mexico receive water that starts in Colorado). In this role, James was the architect of Colorado’s first strategic water plan and implemented what has become the “gold standard” of water plans in the Western US. His agency also served as the lender-of-choice to Colorado water projects through a revolving loan fund that deploys an average of US$100 million per year and has approximately US$1 billion in assets and investments. During his tenure as director, James focused on innovation in water policy, project finance, data and management. James continues to serve as Colorado’s principal representative on the Colorado River, which supplies water to 33 million people in seven states and two countries in a basin that, if counted as its own country, would be the world’s fifth largest. Appointed to this position by Colorado’s Governor, he is responsible for setting and executing Colorado’s negotiation strategy with six other states, Mexico, the US Congress and several federal agencies. PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 16 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 P 6 squirepattonboggs.com 5. Professional Reference Listing Regional Transportation District (RTD) Project Name: Project Location: Contact Name: Title: Phone: Email: Federal government affairs Colorado and Washington DC Sherry Ellebracht Government Relations Officer 303.299.2353 sherry.ellebracht@RTD-Denver.com Commerce City, Colorado Project Name: Project Location: Contact Name: Title: Phone: Email: Federal government affairs Colorado and Washington DC Michelle Halstead Director of External Affairs 303-289-3719 mhalstead@c3gov.com Jefferson County, Colorado Project Name: Project Location: Contact Name: Title: Phone: Email: Federal government affairs Colorado and Washington DC Casey Tighe County Commissioner 303.271.8525 ctighe@co.jefferson.co.us PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 17 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 P 7 squirepattonboggs.com 6. Conflicts of Interest We know of no foreseeable conflicts in representing the City of Fort Collins in this engagement and will address any questions that you may have on this subject. PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 18 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 P 8 squirepattonboggs.com 7. Proposal Fee Squire Patton Boggs proposes a flat monthly rate of $6,000, excluding travel expenses outside of the Front Range and Colorado, for a term of six months. PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 19 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 squirepattonboggs.com Offices Regional Desks & Alliances Abu Dhabi Cleveland Kyiv Northern Virginia Seoul Africa Israel Beijing Columbus Leeds Palo Alto Shanghai Argentina Mexico Berlin Dallas London Paris Singapore Brazil Panama Birmingham Denver Los Angeles Perth Sydney Chile Peru Böblingen Doha Madrid Phoenix Tampa Colombia Turkey Bratislava Dubai Manchester Prague Tokyo India Venezuela Brussels Frankfurt Miami Riyadh Warsaw Budapest Hong Kong Moscow San Francisco Washington DC Cincinnati Houston New York Santo Domingo West Palm Beach PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 20 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 EXHIBIT C ENGAGEMENT LETTER - SQUIRE PATTON BOGGS PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 21 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 Squire Patton Boggs (US) LLP 1801 California Street, Suite 4900 Denver, Colorado 80202 O +1 303 830 1776 F +1 303 894 9239 squirepattonboggs.com James Eklund T +1 303 894 6194 james.eklund@squirepb.com C:\Users\jeklund\Documents\City of Fort Collins Engagement Letter - Halligan Reservoir (Eklund3).docx Adam Jokerst, P.E. Water Resources Project Engineer Fort Collins Utilities 700 Wood Street Fort Collins, Colorado 80522 Re: Engagement of Squire Patton Boggs (US) LLP Dear Mr. Jokerst: We thank you for the opportunity to assist the City of Fort Collins with the Halligan Reservoir project. Our role will be to provide strategic counseling, advocacy support, and targeted outreach to help you achieve the expansion of Halligan Reservoir. Our full scope of services is described in the appended and herein incorporated Proposal for Halligan Reservoir Expansion Project, City of Fort Collins, July 2017. The City of will require a professional services agreement with Squire Patton Boggs (US) LLP. A written engagement agreement is required and/or recommended by the law of professional ethics in the jurisdictions in which we practice law and public policy matters. The engagement agreement between us consists of this letter and the enclosed Standard Terms and Conditions of Engagement (“Standard Terms”). The engagement agreement is designed to address our responsibilities to each other and to outline for you certain important matters that are best established early as we form an client relationship with you in this matter. The engagement agreement responds to requirements in the rules of professional ethics and is intended to achieve a better understanding between us. We request that you and your legal counsel review this agreement carefully. By proceeding with this engagement you will be indicating to us that you have done so. It is important that you review and understand the terms of our relationship, such as the section on “Conflicts of Interest.” We specifically want to bring your attention to our representation of the City of Thornton on a matter involving a proposed water pipeline with multiple pipeline routes currently under consideration. One of the pipeline routes currently under consideration would involve land annexed by the City of Fort Collins. Per our discussion, we understand and share the City of Fort Collins’ desire to minimize confusion between and among the several water projects in the region. James Eklund will be the designated client representative from Squire Patton Boggs for the City of Fort Collins matter, and Mike Dino will remain the Firm’s designated client representative for the City of Thornton matter. By signing this Engagement Letter, the City of Fort Collins acknowledges our representation of the City of Thornton and waives any objection DocuSign Envelope ID: 5A3F3E98-3C4F-488F-8B74-B1AD6D886C81 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 22 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 August 7 , 2017 2 Squire Patton Boggs (US) LLP C:\Users\jeklund\Documents\City of Fort Collins Engagement Letter - Halligan Reservoir (Eklund3).docx to our representation of the City of Thornton regarding its pipeline project in front of the City of Fort Collins on their behalf. We also call your attention to our ongoing representation of Poudre Valley Capital (PVC), which is interested in a water project in the Northern Colorado region. While we understand that PVC has approached the City of Fort Collins in the past regarding its project, Squire Patton Boggs will not represent PVC in discussion with the City of Fort Collins. By signing this Engagement Letter, the City of Fort Collins acknowledges our representation of PVC and waives any objection to our representation of PVC regarding its project so long as Squire Patton Boggs does not appear before the City of Fort Collins or make any requests, offers, or solicitations on PVC’s behalf to the City of Fort Collins. Our fees are generally based on the billing rate for each person devoting time to this matter. However, as per our discussion, Squire Patton Boggs agrees to a monthly retainer of $6,000 for 6 months plus 25 percent ($1,500/month) for travel expenses for an initial term of 6 months with a commencement date of August 1, 2017. Please note that, under our Standard Terms, invoices for our fees are payable within thirty days of the date of our statement. Any of the following alternative methods for acceptance of this engagement agreement will be effective: (i) signing and returning the copy of this letter that is enclosed for that purpose, or (ii) assigning us work, including continuing any previous assignment of work, or (iii) sending us a letter or e-mail clearly referencing this engagement agreement and agreeing to it. However, even if you accept this engagement agreement by methods (ii) or (iii), we would appreciate it if you would confirm your acceptance by countersigning the enclosed copy of this letter and returning it to me. If you do not agree with one or more of the provisions of the engagement agreement, please contact me so that we can try to address your concerns. If we do not receive a written objection within two weeks, you will be bound by this engagement agreement (although, as explained in the attached Standard Terms, you can terminate our services at any time). Of course, if you have any questions or concerns regarding the foregoing, please call us. DocuSign Envelope ID: 5A3F3E98-3C4F-488F-8B74-B1AD6D886C81 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 23 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 August 7 , 2017 3 Squire Patton Boggs (US) LLP C:\Users\jeklund\Documents\City of Fort Collins Engagement Letter - Halligan Reservoir (Eklund3).docx Sincerely, Squire Patton Boggs (US) LLP James Eklund Letter and Standard Terms Accepted, including section on “Conflicts of Interest” City of Fort Collins By: ______________________________ Name of individual client representative Title: U_____________________________ Date: _____________ __, 2017 Enclosure Darin Atteberry, City Manager DocuSign Envelope ID: 5A3F3E98-3C4F-488F-8B74-B1AD6D886C81 9/1/2017 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 24 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 C:\Users\jeklund\Documents\City of Fort Collins Engagement Letter - Halligan Reservoir (Eklund3).docx Standard Terms and Conditions of Engagement Applicable Worldwide The engagement agreement between us consists of the accompanying cover letter and, as applicable, any separate Matter Acknowledgment Letter (collectively and individually “Engagement Letter”). It also consists of these additional Terms and Conditions of Engagement applicable worldwide and any Terms and Conditions of Engagement applicable for particular jurisdictions (collectively and individually “Standard Terms and Conditions of Engagement” or “Standard Terms”). The engagement agreement is the means by which you are retaining the Firm (as defined in these Standard Terms) to provide legal services. “You” and “yours” refers to our client(s) defined more fully below in the section entitled WHO IS OUR CLIENT. For your convenience, set forth below are the topics covered in these Standard Terms: 31TThe Firm31T ................................................... 1 31TWhat Professionals Will Provide the Legal Services?31T ......................................... 2 31TOur Services to You31T .................................. 2 31TWho is Our Client?31T .................................... 3 31TConflicts of Interest31T ................................... 3 31TPublic Policy Practice31T ................................ 4 31TTermination of Representation31T .................. 4 31THow We Set Our Fees31T .............................. 6 31TOther Charges31T .......................................... 6 31TBilling Arrangements and Payment Terms31T ........................................................ 7 31TRevenue and Expense Sharing in Relationships with Independent Law Firms31T ......................................................... 8 31TTaxes31T ........................................................ 8 31TData Protection and Privacy31T ...................... 8 31TClient and Firm Documents31T ....................... 9 31TEquality and Diversity31T ............................... 9 31TDisclosure of Your Name31T ......................... 9 31TFirm Attorney/Client Privilege31T ................... 9 31TSeverability31T .............................................10 31TPrimacy31T ...................................................10 31TEntire Agreement31T ....................................10 31TGoverning Law31T ........................................10 31TIn Conclusion31T ..........................................10 THE FIRM The “Firm” means, as the case may be, either Squire Patton Boggs (US) LLPP0F 1 P or Squire Patton Boggs (UK) LLP,P1F 2 P or Squire Patton Boggs (AU) LLP,P2F 3 P or Squire Patton 2 C:\Users\jeklund\Documents\City of Fort Collins Engagement Letter - Halligan Reservoir (Eklund3).docx are available to meet your needs and thus Squire Patton Boggs personnel from other Squire Patton Boggs entities may be selected to serve you whatever Squire Patton Boggs entity you contract with. “We” or “us” refer not only to the entity you contract with, but also to all Squire Patton Boggs entities unless the context or applicable law requires reference only to the specific entity you contract with. The use of “Squire Patton Boggs” as a trade or business name or brand by all or any of such entities shall not imply that the international legal practice is itself engaged in the provision of legal or other services. For further information please see www.squirepattonboggs.com. This engagement agreement shall apply to all matters for which you might now or in the future request our assistance, unless of course you and we agree in the future to an updated version of this engagement agreement or to a new or revised engagement agreement expressly referring to and superseding this engagement agreement in whole or in part. We encourage you to retain this engagement agreement. WHAT PROFESSIONALS WILL PROVIDE THE LEGAL SERVICES? In most cases one of our lawyers will be your principal contact. From time to time that attorney may delegate parts of your work to other lawyers or to legal assistants or nonlegal personnel in the Firm or to outside “contract” personnel. OUR SERVICES TO YOU In our letter that presents these Standard Terms to you, or in a separate Matter Acknowledgement Letter, we will specify the matter or case in which we will be representing you. Unless we agree in writing to expand the scope of our representation, an important part of our engagement agreement is that we are not your counsel in other matters, and you will not rely upon us to provide legal services for matters other than that described in the relevant letter. For example, unless specified in the relevant letter, our representation of you does not include any responsibility for: review of your insurance policies to determine the possibility of coverage relating to this matter; for notification of your insurance carriers about the matter; advice to you about your disclosure obligations under U.S. securities 3 C:\Users\jeklund\Documents\City of Fort Collins Engagement Letter - Halligan Reservoir (Eklund3).docx disclose to any other client or use against you any of your confidential Information and likewise will not disclose to you the confidential information of any other client or use that client’s confidential information against it. Your responsibilities to us in each representation that you ask us to undertake include providing full, complete and accurate instructions and other information to us in sufficient time to enable us to provide our services effectively. WHO IS OUR CLIENT? An essential condition of our representation is that our only client is the person or entity identified in the accompanying letter. In the absence of an express identification of our client in the text of the letter, our client is the person or entity to whom the letter is addressed, even though in certain instances the payment of our fees may be the responsibility of others. In situations in which our client is an entity, we have addressed the letter to an authorized representative of the client. Throughout these standard terms, “you” refers to the entity that is our client, not the individual addressed. Unless specifically stated in our letter, our representation of you does not extend to any of your affiliates and we do not assume any duties with respect to your affiliates. For example, if you are a corporation, our representation does not include any of your direct or indirect parents, subsidiaries, sister corporations, partnerships, partners, joint ventures, joint venture partners, any entities in which you own an interest, or, for you or your affiliates, any employees, officers, directors, or shareholders. If you are a partnership or limited liability company, our representation does not extend to the individual partners of the partnership or members of the limited liability company. If you are a joint venture, our representation does not extend to the participants. If you are a trade association, our representation excludes members of the trade association. If you are a governmental entity, our representation does not include other governmental entities, including other agencies, departments, bureaus, boards or other parts of the same government. If you are an individual, our representation does not include your spouse, siblings, or other family members. If you are a trust, you are our only client. The beneficiaries are not 4 C:\Users\jeklund\Documents\City of Fort Collins Engagement Letter - Halligan Reservoir (Eklund3).docx represent them. Information on the nature of the Firm’s clients and practice is available upon request and at 31TUwww.squirepattonboggs.com.U31T Because of the broad base of clients that Squire Patton Boggs entities represent on a variety of legal matters, it is possible that you may find yourself in a position adverse to another client of the Firm or any other Squire Patton Boggs entity in counseling, litigation, business negotiations, or some other legal matter in which we do not represent you. Accordingly, following an insurer’s recommendation we adopted the following model language: You agree that we may continue to represent or may undertake in the future to represent existing or new clients in any matter that is not substantially related to our work for you even if the interests of such clients in those other matters are directly adverse to your interests or might be deemed to create a material limitation on our representation of you. We agree, however, that your prospective consent to conflicting representation contained in the preceding sentence shall not apply in any instance where, as a result of our representation of you, we have obtained proprietary or other confidential information of a non-public nature, that, if known to such other client, could be used in any such other matter by such client to your material disadvantage. In similar engagement agreements with a number of our other clients, we have asked for similar agreements to preserve our ability to represent you. PUBLIC POLICY PRACTICE Among the wide array of legal services that we provide to clients around the world are representations with respect to the legislative, executive, administrative and other functions of governments (herein “public policy” representations). We have a public policy practice in business regulation, defense, energy, resources and environmental matters, financial services, food and drug, domestic and international trade, health care, taxation, transportation, and numerous other areas affected by government action. Information on the extensive scope of our public policy practice, the other areas in which we offer legal services, and the large number and diversity of our clients is available on our website or on request. Given the breadth of 5 C:\Users\jeklund\Documents\City of Fort Collins Engagement Letter - Halligan Reservoir (Eklund3).docx payment of legal services rendered and other charges incurred both before termination and afterwards in connection with an orderly transition of the matter, including fees and other charges arising in connection with any transfer of files to you or to other counsel, and you agree to pay all such amounts in advance upon request. You agree that the Firm has the right to withdraw from its representation of you if continuing the representation might preclude the Firm’s or any other Squire Patton Boggs entity’s continuing representation of existing clients on matters adverse to you or if there are any circumstances even arguably raising a question implicating professional ethics, for example, because a question arises about the effectiveness or enforceability of this engagement agreement, or a question arises about conduct addressed by it, or an apparent conflict is thrust upon the Firm or any other Squire Patton Boggs entity by circumstances beyond its reasonable control, such as by a corporate merger or a decision to seek to join litigation that is already in progress, or there is an attempt to withdraw consent. In any of these circumstances, you agree that we would have the right to withdraw from the representation of you. Regardless of whether you or we terminate the representation, we would (with your agreement) assist in the transition to replacement counsel by taking reasonable steps in accordance with applicable ethical rules designed to avoid foreseeable prejudice to your interests as a consequence of the termination. You agree that regardless of whether you or we terminate the representation (A) we would be paid by you for the work performed prior to termination; (B) our representation of you prior to any termination would not preclude the Firm or any other Squire Patton Boggs entity from undertaking or continuing any representation of another party; and (C) as a result of the Firm’s or any other Squire Patton Boggs entity’s representation of another party you would not argue or otherwise use our representation of you prior to any termination to contend that the Firm or any other Squire Patton Boggs entity should be disqualified. When we complete the specific services you have retained us to perform, our attorney- client relationship for that matter will be 6 C:\Users\jeklund\Documents\City of Fort Collins Engagement Letter - Halligan Reservoir (Eklund3).docx you with respect to future legal developments. During or following our representation of you, we will be entitled to recover from you fees for any time spent and other charges, calculated at the then applicable rates if we are asked to testify or provide information in writing as a result of our representation of you or any legal requirements, or if our records from our representation of you are demanded, or if any claim is brought against the Firm or any of its personnel based on your actions or omissions (in addition to any other costs involving the claim), or if we must defend the confidentiality of your communications under the attorney-client or any other legal professional privilege (in which case we will to the extent that circumstances permit make reasonable efforts to inform you of the requirement made upon us and give you the opportunity to waive privilege). HOW WE SET OUR FEES Unless another basis for billing is established in this engagement agreement, we will bill you monthly for the professional fees of attorneys, paralegals, and other personnel incurred on your behalf based on their applicable rates and the number of hours they devote to your representation. Overall fees will be in accord with the factors in the applicable rules governing professional responsibility. The billing rates of the personnel initially assigned to your representation are generally specified in the accompanying engagement letter. The billing rates of our attorneys and paralegals vary, depending generally upon the experience and capabilities of the attorney or paralegal involved. Unless otherwise agreed in writing, we will charge you for their services at their applicable rates. Our hourly billing rates are adjusted from time to time, usually at the beginning of each year, both on a selected and firm wide basis. In addition, as personnel gain experience and demonstrate improved skills over time, they may advance into categories that generally have higher hourly billing rates. Advancements to a higher category are typically made annually. Upon any adjustment in the applicable rates, we will charge you the adjusted rates. At times clients ask us to estimate the total fees and other charges that they are likely to incur in connection with a particular matter. Whenever possible, we are pleased 7 C:\Users\jeklund\Documents\City of Fort Collins Engagement Letter - Halligan Reservoir (Eklund3).docx billed to you directly. We may also require an advance payment from you for such charges. These charges typically relate to long-distance telephone calls; messenger, courier, and express delivery services; facsimile and similar communications; document printing, reproduction, scanning, imaging and related expenses; translations and related charges; filing fees; depositions and transcripts; witness fees; travel expenses; computer research; and charges made by third parties (such as outside experts and consultants, printers, appraisers, local and foreign counsel, government agencies, airlines, hotels and the like). Other charges will generally be itemized on your bill, and will also be subject to VAT where applicable. Any bank charges which we incur when making check payments or telegraphic transfers of money will be charged to you inclusive of a handling fee. Our charges for these ancillary support services generally reflect our direct and indirect costs, but charges for certain items exceed our actual costs. For some services, particularly those that involve significant technology and/or support services provided by the Firm (such as imaging documents and computer research), we attempt from time to time to reduce costs by contracting with vendors to purchase a minimum volume of service that is beyond the needs of any single client. In those cases, we may bill you at a per unit rate that may not reflect the quantity discounts we obtain. In many cases the total quantity that will be used by all clients of the Firm over a year or other period of time is not certain. Our charge for fax services is typically based on a charge per page rather than the cost of the telephone usage. In the event any of our statements for such services are not paid by their due dates, you agree that we have the right not to advance any further amounts on your behalf. When you send us a letter at the request of your auditors asking us for a response on any loss contingencies, we will charge you a fixed fee for our response that varies with the level of difficulty of the response. Letter Type Description Rate Clean No litigation reported US $550 Normal 1-3 cases US $850 Extraordinary >3 cases US $1,350 Update 8 C:\Users\jeklund\Documents\City of Fort Collins Engagement Letter - Halligan Reservoir (Eklund3).docx of our statement or any other due date established in an Engagement Letter. If the issue is not immediately resolved, you agree to pay all fees and other charges not directly affected by the issue before 30 days from the original bill or any other due date established in an Engagement Letter and all amounts affected by the issue within 10 days of its resolution. If we have rendered a final bill and we become liable for other charges incurred on your behalf, we will be entitled to render a further bill or bills to recover those amounts. In the event that a statement is not paid in full before 30 days from the date of our statement or any other due date established in an Engagement Letter late charges will be imposed on any unpaid fees and/or costs at the combined rate of eight percent (8%) per annum or at any lower rate legally required by a particular jurisdiction. If the cover letter accompanying these Standard Terms of engagement specifies an event or an alternate date upon which payment is due, late charges will be imposed on any unpaid fees and/or costs 30 days after the specified event or date or any other period specified in an Engagement Letter. The purpose of the late payment charge is to encourage prompt payment, thus reducing our billing and collection costs. In addition, if your account becomes delinquent and satisfactory payment terms are not arranged, we may postpone or defer providing additional services or withdraw, or seek to withdraw, from the representation consistent with applicable rules. You will remain responsible for payment of our legal fees rendered and charges incurred prior to such withdrawal. If our representation of you results in a monetary recovery by litigation or arbitration award, judgment, or settlement, or by other realization of proceeds, then (when permitted by applicable law) you hereby grant us an attorneys’ lien on those funds in the amount of any sums due us. We look to you, the client, for payment regardless of whether you are insured to cover the particular risk. From time to time, we assist clients in pursuing third parties for recovery of attorneys’ fees and other costs arising from our services. These situations include payments under contracts, statutes or insurance policies. However, it remains your obligation to pay all amounts due to us before expiration of 30 days from the date of 9 C:\Users\jeklund\Documents\City of Fort Collins Engagement Letter - Halligan Reservoir (Eklund3).docx personal data which you provide to us; and we will assume that you have complied with your own similar obligations. We may process your personal data to enable us to provide you with legal and related services, for administrative purposes, and to comply with laws and regulations. We may share the personal data you provide to us with some or all of our offices around the world and with other third parties who provide services to us or on our behalf, provided that on each occasion we take steps to ensure that the data is reasonably safeguarded. CLIENT AND FIRM DOCUMENTS We will maintain any documents you furnish to us in our client files for this matter. At the conclusion of the matter (or earlier, if appropriate), it is your obligation to advise us promptly as to which, if any, of the documents in our files you wish us to turn over to you. At your request, your papers and property will be returned to you promptly upon receipt of payment for outstanding fees and other charges. Your documents will be turned over to you in accordance with ethical requirements and subject to any lien that may be created by law for payment of any outstanding fees and costs. We may keep a copy of your files, made at your expense, if you ask us to return or transfer your files. We will retain our own documents and files, including our drafts, notes, internal memos, administrative records, time and expense reports, billing and financial information, accounting records, conflict checks, personnel materials, and work product, such as drafts, notes, internal memoranda, and legal and factual research, including investigative reports, and other materials prepared by or for the internal use of our lawyers. All such documents retained by the Firm will be transferred to the person responsible for administering our records retention program. For various reasons, including the minimization of unnecessary storage charges, we have the right to destroy or otherwise dispose of any such documents or other materials retained by us seven years after the termination of the engagement, unless applicable law permits a shorter period for preservation of documents or requires a longer period, or unless a different period is specified in a special written agreement signed by both of us. 10 C:\Users\jeklund\Documents\City of Fort Collins Engagement Letter - Halligan Reservoir (Eklund3).docx SEVERABILITY In the event that any provision or part of this engagement agreement, including any letters expressly stated to be part of the engagement agreement, should be unenforceable under the law of the controlling jurisdiction, the remainder of this engagement agreement shall remain in force and shall be enforced in accordance with its terms. PRIMACY Unless expressly superseded by explicit reference the sections “Who is our Client,” “Conflicts of Interest,” and/or “Public Policy Practice” are fully effective notwithstanding another provision in case of any duplication and to the fullest extent possible in case of inconsistency. ENTIRE AGREEMENT This engagement agreement supersedes all other prior and contemporaneous written and oral agreements and understandings between us and contains the entire agreement between us. This engagement agreement may be modified only by a signed written agreement by you and by us. You acknowledge that no promises have been made to you other than those stated in this engagement agreement. GOVERNING LAW Unless otherwise specified in the letter accompanying these Standard Terms, all questions arising under or involving this engagement or concerning rights and duties between us will be governed by the law of the jurisdiction in which the lawyer sending you this engagement agreement has his or her principal office, excluding choice of law provisions that might select the law of a different jurisdiction. When another jurisdiction provides that its law will govern notwithstanding any agreement, that other law may of course control, at least on certain questions. IN CONCLUSION We look forward to a mutually satisfying relationship with you. If you have any questions about, or if you do not agree with one or more of these terms and conditions, please communicate with your principal contact at the Firm so that we can try to address your concerns. Your principal contact can recommend changes that will be effective once you receive written notice of approval of any revisions, which, depending on the nature of the request, will be made by a Partner in Firm Management 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. PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 35 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 New insurance 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. PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 36 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 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: PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 37 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 • 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 • 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 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 38 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 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. PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 39 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 Paragon International Insurance Brokers 140 Leadenhall Street London EC3V 4QT Telephone +44 (0)20 7280 8200 Facsimile +44 (0)20 7280 8270/8271 Website www.paragonbrokers.com Email info@paragonbrokers.com Authorised and Regulated by the Financial Services Authority. Accredited Lloyd’s Broker. Registered in England at the above address. Company No. 321572. Paragon Brokers (Bermuda) Ltd. LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda. Registration No. 33838. VERIFICATION OF INSURANCE To: Whom It May Concern Policy Number: PLP_1000153_P-7 and others Name of Insured Firm: SQUIRE PATTON BOGGS INTERNATIONAL ASSOCIATION SQUIRE PATTON BOGGS (US) LLP SQUIRE PATTON BOGGS (UK) LLP SQUIRE PATTON BOGGS (AU) GP SQUIRE PATTON BOGGS MENA LLP and as more fully described in the Primary Policy Wording Address: 4900 Key Tower, 127 Public Square, Cleveland, Ohio 44114-1304 United States of America Type of Insurance: Professional Indemnity Insurance Period of Insurance: 1 January, 2017 to 1 January, 2018 both days at 12:01am Local Standard Time Indemnity Limit: USD 300,000,000 any one claim/USD600,000,000 annual aggregate Self Insured Retention: USD 2,000,000 any one claim/USD4,000,000 annual aggregate/USD300,000 once the aggregate is exhausted We hereby certify that the above Insured Firm is currently insured with the insurers attached hereto for the aforementioned Period of Insurance. The policy provides coverage to Insured Firm for its professional services. The policy is subject to the insuring agreements, terms, conditions, exclusions and limitations contained therein and any amendment, change or extension of such policy can only be effected by specific endorsement thereto. The above is accurate at the date of signature. No obligation is imposed herein on the signatory or the insurers to advise the holder of this document of any alterations. Signed: Name: Glen Obermaier on behalf of: Paragon International Insurance Brokers Ltd. Name and address of broker: Paragon International Insurance Brokers Ltd. 140 Leadenhall Street, London EC3V 4QT United Kingdom Date: Thursday, December 22, 2016 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ PROPERTY DAMAGE $ BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER (MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY) POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $ $ OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1,000,000 GL 2846270 Michael R. Jackisch WC 12852398 (CA) CLE-006203761-01 1,000,000 X 19429 CLEVELAND, OH 44113-1408 of Marsh USA Inc. Suite 1000 N 12/31/2016 X New Hampshire Insurance Company 2 12/31/2017 N/A 3018303 B 2,000,000 1,000,000 N/A Insurance Company Of The State Of PA 1,000,000 X X 09/28/2017 12/31/2016 12/31/2016 City of Fort Collins is/are included as additional insured, where required by written contract, as respects the General and Auto Liability policies. X Fort Collins, CO 80522 City of Fort Collins N/A Owned Comp/Coll: $500/$500 E B N/A J39088--Cas-16-17 10,000 12/31/2017 1,000,000 2,000,000 19445 1,000,000 1,000,000 WC 12852426 (AOS) 216.937.1700 Marsh USA Inc. 200 Public Square Cleveland, OH 44114 SQUIRE PATTON BOGGS (UK) LLP SQUIRE PATTON BOGGS (US) LLP 1500 WEST 3RD STREET, STE 450 ADMINISTRATIVE CENTER 12/31/2016 PO BOX 580 A 12/31/2017 23841 Hired Comp/Coll: $1,000/$1,000 12/31/2017 National Union Fire Insurance Co. of Pittsburgh, PA DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 and/or an Ethics Partner. Thank you. DocuSign Envelope ID: 5A3F3E98-3C4F-488F-8B74-B1AD6D886C81 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 34 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 EQUALITY AND DIVERSITY We have a written Equality and Diversity policy to which we seek to adhere at all times in the performance of our services. A copy will be provided to you upon your written request and is available on the Firm’s website. DISCLOSURE OF YOUR NAME We are proud to serve you as legal counsel and hope to share that information with other clients and prospective clients. On occasion, we provide names of current clients in marketing materials and on our Web site. We may include your name on a list of representative clients. We may also prepare lists of representative transactions or other representations, excluding of course any we believe are sensitive. If you prefer that we refrain from using your name and representation in this manner, please advise us in writing. FIRM ATTORNEY/CLIENT PRIVILEGE If we determine during the course of the representation that it is either necessary or appropriate to consult with the Firm’s Ethics Attorneys, other specially designated Firm attorneys or outside counsel, we have your consent to do so and that our representation of you shall not diminish the attorney-client privilege that Squire Patton Boggs entities have to protect the confidentiality of our communications with such counsel. DocuSign Envelope ID: 5A3F3E98-3C4F-488F-8B74-B1AD6D886C81 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 33 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 our statement unless a different period is established in an Engagement Letter. REVENUE AND EXPENSE SHARING IN RELATIONSHIPS WITH INDEPENDENT LAW FIRMS We have relationships with selected other independent law firms with offices in locations outside the United States where we do not have a Squire Patton Boggs office. Unless we actually form an attorney- client relationship with a client of such a selected independent law firm, such a party is not our client for any purpose, including conflicts of interests. In many cases we share revenues and expenses with such firms in a mutual relationship designed for multiple matters on a continuing basis over a substantial period of time. These fee and expense arrangements are intended to cover relationship expenses and to foster reliable client service over time. We will not increase our fee to you for the purpose of recovering any amounts paid to such other law firm. Other law firms with which we have relationships are required to observe the same restriction. TAXES You will be responsible for any applicable VAT or other sales tax that any jurisdiction may impose on our fees and other charges for this representation. DATA PROTECTION AND PRIVACY We will comply with applicable data protection laws and regulations for any DocuSign Envelope ID: 5A3F3E98-3C4F-488F-8B74-B1AD6D886C81 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 32 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 Update of prior response US $400 No-Services Verifying no work for client during fiscal year US $75 Where we engage others to act on your behalf we do so as your agent and we will not be responsible for any act or omission of those parties. Notwithstanding our advance payments of any charges, you will be solely responsible for all invoices issued by third parties. It is our policy to arrange for outside providers of services involving relatively substantial charges (such as the fees of outside consultants, expert witnesses, appraisers, and court reporters) to bill you directly. Prompt payment by you of invoices generated by third-party vendors is often essential to our ability to deliver legal services to you. Accordingly, you agree that we have the right to treat any failure by you to pay such invoices in a timely manner to be a material breach of your obligation to cooperate with us. BILLING ARRANGEMENTS AND PAYMENT TERMS We will bill you on a regular basis – normally, each month – for both fees and other charges. You agree to make payment within 30 days of the date of our statement, unless a different period of time is specified in the Engagement Letter. If you have any issue with our statement, you agree to raise it specifically before 30 days from the date DocuSign Envelope ID: 5A3F3E98-3C4F-488F-8B74-B1AD6D886C81 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 31 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 to respond to such requests with an estimate or proposed budget. Still, it must be recognized that our fees are often influenced by factors that are beyond our control or unforeseeable or both. This is particularly true in litigation and other advocacy contexts in which much of the activity is controlled by the opposing parties and the Judge, Arbitrator or other decision- maker. Accordingly, such an estimate or proposal carries the understanding that, unless we agree otherwise in writing, it does not represent a maximum, minimum, or fixed fee quotation. The ultimate cost frequently is more or less than the amount estimated. Accordingly, we have made no commitment to you concerning the maximum fees and costs that will be necessary to resolve or complete this matter. We will not be obliged to continue work if the fees or other charges accrued on a matter reach an estimate previously given and a revised estimate cannot be agreed. It is also expressly understood that payment of our fees and charges is in no way contingent on the ultimate outcome of the matter. OTHER CHARGES As an adjunct to providing legal services, we may incur and pay a variety of charges on your behalf or charge for certain ancillary support services. Whenever we incur such charges on your behalf or charge for such ancillary support services, we bill them to you separately or arrange for them to be DocuSign Envelope ID: 5A3F3E98-3C4F-488F-8B74-B1AD6D886C81 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 30 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 terminated at that time regardless of any later billing period. To eliminate uncertainty, our representation of you ends in any event whenever there is no outstanding request from you for our legal services that requires our immediate action and more than six (6) months (180 days) have passed since our last recorded time for you in the representation, unless there is clear and convincing evidence of our mutual understanding that the representation has not come to an end. After termination, if we choose to perform administrative or limited filing services on your behalf, including but not limited to receiving and advising you of a notice under a contract, lease, consent order, or other document with continuing effect, or filing routine or repeated submissions or renewals in intellectual property or other matters, or advising you to take action, our representation of you lasts only for the brief period in which our task is performed, unless you retain us in writing at that time to perform further or additional services. After termination, if you later retain us to perform further or additional services, our attorney-client relationship will commence again subject to these terms of engagement unless we both change the terms in writing at that time. Following termination of our representation, changes may occur in applicable laws that could impact your future rights and liabilities. Unless you actually engage us in writing to provide additional advice on issues arising from the matter after its completion, the Firm has no continuing obligation to advise DocuSign Envelope ID: 5A3F3E98-3C4F-488F-8B74-B1AD6D886C81 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 29 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 our public policy practice, in agreeing to our representation of you, you should not discount the possibility that our representation of other clients in public policy matters at present or in the future might adversely affect your interests, directly or indirectly, or might be deemed to create a material limitation on our representation of you. A precondition to our forming an attorney/client relationship with you and undertaking your representation is your agreement that so long as such public policy representations are not substantially related to our representation of you and do not involve the use of material ethically protected client information to your disadvantage, the scope of the public policy representations that we can provide to existing or new clients will not be diminished in any respect by our undertaking our representation of you even if there would otherwise be a conflict. Agreement by our other clients to an analogous waiver may protect the scope of legal services that we can provide for you. TERMINATION OF REPRESENTATION You may terminate our representation at any time, with or without cause, upon written notice to us. After receiving such notice, we will cease to render services to you as soon as allowed by applicable law and ethical and/or court rules, which may include court approval of our withdrawal from litigation. Your termination of our services will not affect your responsibility for DocuSign Envelope ID: 5A3F3E98-3C4F-488F-8B74-B1AD6D886C81 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 28 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 our clients, nor is the trustee in any capacity other than as the fiduciary for the particular trust in our representation. It would be necessary for related parties, including all those listed above, to enter into a written engagement agreement with us much like this one before they would become clients and we would assume duties towards them. You should know that our engagement agreements with a number of other clients have a similar provision. If you provide us with any confidential information of your related parties or any other entities or individuals during our representation of you, we will treat it as your information and maintain its confidentiality in accordance with our duties to you as our client, but you are the exclusive party to whom we owe duties regarding such information. Except as specifically agreed by both of us, the advice and communications that we render on your behalf are not to be disseminated to or relied upon by any other parties without our written consent. CONFLICTS OF INTEREST Since legal practice first began under the names of Squire Patton Boggs predecessors over 100 years ago, thousands of corporations, other businesses, individuals, governmental bodies, trusts, estates, and other clients have asked Squire Patton Boggs lawyers to DocuSign Envelope ID: 5A3F3E98-3C4F-488F-8B74-B1AD6D886C81 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 27 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 laws or any other laws or regulations; or advice on tax consequences. If at any time you do not have a clear understanding of the legal services to be provided or if you have questions regarding the scope of our services, we are relying on you to communicate with us. We will apply our professional skill, experience and judgment to achieve your objectives in accordance with the honored standards of our profession that all attorneys are required to uphold. However, we cannot guarantee the outcome of any matter. Any expression of our professional judgment regarding your matter or the potential outcome is, of course, limited by our knowledge of the facts and based on the law at the time of expression. It is also subject to any unknown or uncertain factors or conditions beyond our control, including the unpredictable human element in the decisions of those with whom we deal in undertaking your representation. The confidentiality of protected client information (known as “confidences” and “secrets” in some jurisdictions and as “information relating to the representation of a client” in others) (herein confidential information) will be maintained in accordance with Rule 1.6 of the ABA Model Rules of Professional Conduct to the maximum extent allowed by law. Consistent with the foregoing law on confidential information and this engagement agreement, we will not DocuSign Envelope ID: 5A3F3E98-3C4F-488F-8B74-B1AD6D886C81 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 26 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06 Boggs (MEA) LLP,P3F 4 P or when necessary or appropriate under the law of a particular jurisdiction, an affiliate lawfully permitted to practice law in that jurisdiction. “Squire Patton Boggs” is the collective trade name for an international legal practice of which those entities are the practising entities. Your engagement in this instance is with the entityP4F 5 P which sent you the cover letter accompanying these Standard Terms. Still, Squire Patton Boggs attorneys worldwide 1 Squire Patton Boggs (US) LLP is a limited liability partnership organized under the laws of the State of Ohio, USA. 2 Squire Patton Boggs (UK) LLP (trading as Squire Patton Boggs) is a Limited Liability Partnership registered in England and Wales with number OC 335584 authorised and regulated by the Solicitors Regulation Authority. A list of the members and their professional qualifications is open to inspection at 7 Devonshire Square, London, EC2M 4YH. 3 Squire Patton Boggs (AU) is a general partnership established 4 Squire Patton under Boggs the laws (MEA) of Western is a limited Australia. liability partnership 5 organized Squire Patton under Boggs the laws includes of Washington, partnerships D.C. or other entities in a number of different nations. Due to local laws on regulation of the legal profession, the formal legal name may differ in some nations. DocuSign Envelope ID: 5A3F3E98-3C4F-488F-8B74-B1AD6D886C81 PSA WO Type – Strategic Counseling, Advocacy Support & Targeted Outreach for Halligan Reservoir Page 25 of 39 DocuSign Envelope ID: BC4D14FD-EA89-43CE-A1AE-A0FA2C675B06