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City of North Olmsted.
<br />Benesch, Friedlander, Coplan &Aronoff LLP
<br />Terms and Conditions of Engagement
<br />This document contains the terms and conditions (the ``Terms and Conditions") under which you are engaging
<br />Benesch, Friedlander, Coplan &Aronoff LLP to provide legal services. "The Terms and Conditions apply to all
<br />matters for which you might now or in the future request our assistance and as to which we agree, unless, of
<br />course, you and we agree to revised Terms and Conditions regarding this or any other matter for which you
<br />engage us.
<br />Communications and Confidentiality
<br />"1'he Firm will keep you informed of the status of the matter or matters for which you are engaging us and we will
<br />consult with you when we believe it necessary or appropriate. Initially, you have designated Thomas O. Crist for
<br />this purpose. In the event that you need to reach us and the person sought is unavailable, please leave a message
<br />for the person concerned disclosing the nature and urgency of the call.
<br />You understand and agree that, in order for us to represent you effectively, it is necessary for you to assist and
<br />cooperate with us during this engagement. You agree to be available to discuss issues as they arise, to attend in
<br />person or by conference call and participate in meetings and other activities in connection with our representation,
<br />and to provide complete and accurate inforrnatiorl and documents to us on a timely basis. Your non-cooperation
<br />will be grounds for the Firm's withdrawal from representing you, and thus, it is essential that we maintain open
<br />communications.
<br />As lawyers, we are always mindful of our central obligation to preserve the precious trust that our clients repose
<br />in us - tl;eir secrets and confidences. To that end, it is important that we agree from the outset what kinds of
<br />communications technology we will employ in the course of this engagement. For instance, depending on the
<br />degree of security that you wish to maintain, it may not be appropriate to use email or to speak using cellular
<br />telephones (or at least not to do so where substantive information is being discussed). Similarly, the exchange of
<br />documents using the Internet, or even direct computer-to-computer data transfer, may involve some risk that
<br />information will be retrieved by third parties with no right to see it. Even the use of fax machines can cause
<br />problems if documents are sent to numbers where the documents sit in open view. Nevertheless, we will use high
<br />tech communication devices such as cellular telephones, the Internet, unencrypted e-mail and fax machines,
<br />unless you instruct us not to use one or more of these devices, generally or in specific instances.
<br />Whom Do We Represent?
<br />Our client is the person or entity addressed in the letter accompanying these Teens and Conditions, even though
<br />in certain instances the payment of our fees may be the responsibility of others. Throughout these Terms and
<br />Conditions, and in the accompanying letter, "you" refers to such individual or entity.
<br />Unless expressly stated in our letter, or unless otherwise required by law, our representation does not extend to
<br />any of your affiliates and we do not assume any duties with respect to your affiliates. The word "affiliates"
<br />includes parent, entities, subsidiaries, sister corporations, partnerships in which you are a partner, your partners,
<br />any entities in which you own an interest, or your owners, employees, officers, directors, rnembers, trustees,
<br />shareholders, or, if you are an individual, your spouse, children or other relatives. If you are a governmental
<br />entity, our representation does not extend to other governmental entities or agencies, departments, bureaus or
<br />boards. If you are a trustee, only you are our client anal only in your capacity as such. The beneficiaries of the
<br />trust are not our clients. If you provide us with any confidential information regarding any of your affiliates, we
<br />will honor such confidences in a manner consistent with our ethical duties to }rou as our client. No one except
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