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~:BENESCH <br />Attorneys at Law <br />Thomas D. Cast <br />Writer's Direct Dial: 216.363.6108 <br />Writer's Email: tcrist@beneschlaw.com <br />July 6, 2011 <br />Via Email: ~areaum~north-olmsted.com <br />Michael R. Gareau, Jr. <br />Director of Law, City of North Olmsted <br />5200 Dover Center Road <br />North Olmsted, OH 44070 <br />Dear Mr. Gareau: <br />EXHIBIT <br />a <br />~~~ <br />200 Public Square, Suite 2300 <br />Cleveland, OH 44114 <br />Phone: 216.363.4500 <br />Fax: 216.363.4588 <br />Benesch, Friedlander, Coplan & Aronoff LLP is pleased to have the opportunity to <br />represent the City of North Olmsted and related entities as legal counsel in connection with <br />ongoing and future infrastructure improvements. Specifically, attached are Proposals #1 and #2, <br />which are associated with the City's (1) Collection System Improvements and (2) Waste Water <br />Treatment Plant (WWTP), respectively. <br />Consistent with the rules by which we are bound, we require a written engagement <br />agreement with all new clients, as well as for certain matters that we undertake for existing <br />clients. The engagement agreement between us consists of this letter and the accompanying <br />Terms and Conditions of Engagement (the "Terms and Conditions"). The engagement <br />agreement describes our responsibilities to each other and sets forth certain other matters <br />regarding our attorney-client relationship. <br />To avoid any misunderstanding as to our billing and collection practices as to this matter <br />and as to future matters in which we may represent you, the Terms and Conditions describe the <br />basis on which we will provide and bill for such legal services. In addition to fees, our <br />statements will include charges for expenses incurred, as more fully described in the Terms and <br />Conditions. Should you have any questions regarding these practices, please call us <br />immediately. <br />I am enclosing two (2) execution copies of this letter and the Terms and Conditions with <br />Proposals #1 and #2 as incorporated attachments. If the engagement agreement accurately <br />reflects our understanding, please confirm your acceptance of its terms within ten days after the <br />date of this letter. Either of the following alternative methods for acceptance of this engagement <br />agreement will be effective: (a) signing, dating and returning the copy or copies of this letter <br />enclosed for that purpose, including a return by facsimile, or (b) sending us a letter or an e-mail <br />