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AG 17-033II RETURN TO: Robyn Buck EXT: 2527 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT. /DIV: FINANCE ORIGINATING STAFF PERSON: _ADE ARIWOOLA EXT: 2520 3. DATE REQ. BY: --$121P 3/0 7 TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E. ❑ PUBLIC WORKS CONTRACT X PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER G., RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL . PROJECT NAME: ENGAGEMENT AGREEMENT WITH BUTLER SNOW LLP NAME OF CONTRACTOR: _BUTLER SNOW LLP ADDRESS: _1801 CALIFORNIA ST, SUITE 5100 TELEPHONE _720- 330 -2300 E- MAIL:_ALAN.PASTERNACK @BUTLERSNOW.COM FAX: 720-330-2301 SIGNATURE NAME: ALAN PASTERNACK TITLE EXHIBITS AND ATTACHMENTS: X SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS TERM: COMMENCEMENT DATE: u vv l cis, a,� -t t n _ , OMPLETION DATE: J kvLe a), ,0/7 a� TOTAL COMPENSATION $ ' 'A 10 j (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABORZ 'BARGE -ATTACH SCH DULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER XDIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 1. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 1U 0►'c� 3�a��a-- COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) ❑ LAW DEPARTMENT SIGNATORY (MAYOR OREeTaiy ❑ ITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED INITIAL / DATE SIGNED :70r.117:1 AG# DATE SENT: 1 .': i_ .r 33 • I • Q3 - :OMMENTS: _ pp 112^1;146 U►c AtiAly►^n�lr'� A lS dal 'fMrrl d,wtu t-rr Pi U 5? 3v e4ci J BUTLER I SNOW February 22, 2017 Via Email Mayor Jim Ferrell City of Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 Re: Terms of Representation for Federal Way Performing Arts and Event Center (the "Engagement ") Dear Mr. Mayor: As set out more fully herein, this Engagement Letter establishes the terms of the engagement of Butler Snow LLP ( "Butler Snow," "we," or "us ") to represent the City of Federal Way and any special purpose entities (collectively, the "City ") in connection with financing the development of a new performing arts and event center in Federal Way, Washington utilizing Federal New Markets Tax Credits (the "Project "). I will handle this engagement for the City, assisted as necessary by other Butler Snow attorneys and paraprofessionals. (a) Scope of Engagement. The scope of our services in this Engagement is limited to serving as special counsel to the City in connection with the NMTC financing transactions for the Project. Specifically, our services ( "Transaction Services ") include, but are not limited to, (i) assisting as needed with obtaining and reviewing NMTC investment proposals and term sheets; (ii) reviewing and commenting, as needed, on the initial financial projections prepared in connection with the Project; (iii) if requested, meeting with you and your lenders to provide a general understanding of the NMTC investment; (iv) if requested, assisting with the selection of the NMTC accounting firm that will prepare a proforma and a set of financial projections for the Project; (v) reviewing and commenting on the financial projections prepared by the NMTC accounting firm; (vi) working with you and the NMTC accounting firm to structure the NMTC financing; (vii) preparing and documenting the final financing structure; (viii) negotiating and drafting NMTC financing documents; (ix) if applicable, assisting you in obtaining any required consent for the NMTC financing of any lender or other entity currently providing financing for the Project or to you; (x) if requested, issuing our opinion as to the enforceability of the transaction documents and such other matters as may be reasonably required by the NMTC investor, the CDE, and any other lenders, and (xi) if requested by the NMTC investor, issuing ALAN L. PASTERNACK (720) 330 -2396 Alan.Pasternack@budersnow.com 1801 California Street Suite 5100 Denver, Colorado 80202 T (720) 330 -2300 • F (720) 330-2301 • www.butlersnow.com BUTLER SNOW LIT Mayor Jim Ferrell City of Federal Way February 22, 2017 Page 2 our opinion regarding certain federal tax matters relating to the NMTC; and (xii) closing the financing for the Project (the "Closing "). Our Transaction Services shall not include matters relating to the following unless otherwise specifically directed by you in and agreed by us in writing: (a) issues arising under federal or state environmental or hazardous materials laws; (b) matters relating to real estate except to the extent necessary in connection with the NMTC financing for the Project (for example any conveyances, including, without limitation, any leases and subleases necessary to give effect to the NMTC transaction structure; (c) negotiation of AIA or other construction or architectural contracts, each of which would be billed separately, if applicable; (d) obtaining, negotiating, and documenting any other additional financing or financing incentives for the Project; and (e) if applicable, negotiating and documenting the internal business arrangement between you and your development partners for the financing, development, and operation of the Proj ect. The City is not a Covered Entity or a Business Associate as defined by the Health Care Portability and Accountability Act (HIPAA) Privacy Rules. You agree to contact us immediately if this understanding is incorrect or if this designation changes at any time during the course of the Engagement. (b) Hourly Time Charges; Retainer. We bill the City at hourly rates for all services rendered and expenses incurred as set forth in Section (d) below. Time is billed in increments of one -tenth (.10) of an hour. We will not require any retainer for our representation of the City in connection with the Project. At Butler Snow, we use a team approach and endeavor, to the extent compatible with the quality of our work product, to assign our personnel in a way designed to produce timely and economical handling of matters. Although I will be primarily responsible for this matter, other attorneys in the firm also may assist with this matter if their participation is needed to render the most effective and cost - efficient representation. Currently, my billing rate for matters of this kind is $410.00 per hour. Other attorneys working with me will likely bill at rates less than mine, though it is possible that attorneys with higher billing rates may work on this matter if needed for a particular specialized skill and/or in connection with the review and approval of the opinions described above. (c) Costs & Expenses. With respect to out -of- pocket expenses, we charge only for those expenses which are not routine or which vary greatly according to the needs of the individual client. Under this policy, we do not charge for many routine expenses such as routine electronic research, long - distance charges within the continental United States, fax charges, local delivery charges, and routine postage. Of course, for non - routine expenses and costs normally associated with representations of this kind, we will bill you. These include actual charges for travel expenses, FedEx deliveries, preparation/copying of closing transcripts, and the like. Larger disbursements which you authorize will either be requested in advance or will be 35210006v1 Mayor Jim Ferrell City of Federal Way February 22, 2017 Page 3 forwarded directly to you for payment. It is our goal that our bills are easy to understand and reflect appropriate charges for the value our services provide. We are attaching a copy of Butler Snow's Standard Billing Terms and Charges for Expenses which sets forth details of our expense charges and additional terms and conditions of our representation, all of which are incorporated herein by reference. These Standard Billing Terms and Charges for Expenses are applicable to our representation of the City, unless expressly modified in writing. (d) Billing. Ordinarily, we would bill on a monthly basis and expect to be paid within 30 days of the date of the invoice for all services rendered, and costs and expenses incurred, until you successfully obtained and delivered copies to us of fully executed commitments from all financing parties indicating that all parties to the NMTC financing transaction had agreed to final terms of all NMTC investments and all loans, and we commenced work on preparing drafts of the transaction closing documents. However, because you have either achieved or anticipate meeting these milestones within the next few weeks for a targeted Closing prior to June 30, 2017, we will defer our monthly billing until Closing or notice from you that the proposed transaction has been terminated, abandoned or indefinitely delayed. Notwithstanding the foregoing, if, due to your inability to secure commitments for the allocation of NMTC from CDEs sufficient to allow financing for the first phase of the Project to close prior to June 30, 2017, we reserve the right to bill you for time incurred up to and including June 30, 2017, and on a monthly bases thereafter until the above described conditions have been met. In addition, billing for certain ancillary services may lag the rendering or use of those services and be billed after closing because of delays in the receipt of third -party bills and the posting of accounts. As we all recognize, from time to time circumstances develop under which an effort of this nature is abandoned, or for whatever reason not pursued to conclusion; however, our fee will be due and payable in full, whether or not the matter is pursued by you to conclusion. (e) Billing Review. Upon your request, we will provide a "pre- bill" showing fees for all services rendered, and costs and expenses incurred. If at any time you have any questions about an invoice or any aspect thereof, either Thane or I will be happy to review the bill, the supporting time entries and /or any expense receipts. We encourage you to raise any questions that you may have concerning our billing policies. (f) Communication. We will keep you and currently informed of the status of the Engagement and will consult with you whenever appropriate. Copies of all correspondence and final documents generated by us will be sent to you. In the event you need to reach me, and I am unavailable, please leave a voicemail message. Routine, non - urgent phone calls will normally be returned promptly and in any event, no later than within one business day of receipt of the call. If you have not received a return call within that time, please call again. My direct number is 720.330.2396 and my cell phone number is 503.312.9273. In addition, assuming the provisions of the next paragraph are acceptable, please feel free to communicate with me by email at 35210006v1 Mayor Jim Ferrell City of Federal Way February 22, 2017 Page 4 Alan.Pasternack @butlersnow.com. In the event of an emergency, please contact my assistant Melanie Keyes at 720.330.2302, and she will endeavor to reach me as soon as practicable. (g) Protection of Client Confidences - High Tech Communication Devices. We are always mindful of our obligation to preserve our clients' secrets and confidences; accordingly, it is important that we agree from the outset what kinds of communications technology we will employ in the course of this Engagement. Unless you specifically direct us to the contrary, for purposes of this Engagement, we agree that it is appropriate for us to use fax machines and email, as well as cellular communication devices, in the course of the Engagement without any encryption or other special protections. Please notify us if you have any other requests or requirements in connection with the methods of communication, or persons to be included or copied in the circulation of documents relating to the Engagement. (h) Electronic Files and File Retention. Butler Snow maintains its client files electronically. We do not keep separate paper files. We will scan documents you or others send to us related to your matter to our electronic file for that matter and will retain only the electronic version while your matter is pending. Unless you instruct us otherwise, once such documents have been scanned to our electronic file, we will destroy all paper documents provided to us. If you send us original documents that need to be maintained as originals while the matter is pending, we ordinarily will scan those to our client file and return the originals to you for safekeeping. Alternatively, you may request that we maintain such originals while the matter is pending. If we agree to do that, we will make appropriate arrangements to maintain those original documents. Unless you instruct us otherwise, once our work on this matter is completed, we will designate your file as a closed file on our system and will apply our document retention policy then in effect to the materials in your closed file. At that time, we ordinarily will return to you any original documents we have maintained in accordance with the preceding paragraph while the matter was pending. Otherwise, we will retain the closed file materials for our benefit and subject to our own policies and procedures concerning file retention and destruction. Accordingly, if you desire copies of any documents (including correspondence, emails, pleadings, contracts, agreements, etc.) related to this matter or generated while it was pending, you should request such copies at the time our work on this matter is completed. A more complete notice of Butler Snow's Record Retention and Destruction Policy for Client Files, which also will be applicable to this Engagement, is attached and incorporated herein by reference. (i) Opinions /Fee Estimates and Budgets. No law firm or attorneys, including our firm and our attorneys, can or will guarantee the outcome of any legal matter or dispute. Thus, although an attorney or attorneys of our firm may offer an opinion about possible results regarding any matter in which we represent or advise, we do not and we cannot guarantee any particular result. Moreover, we cannot predict in advance what the total amount of fees will be for our services. Although, for a client's convenience, whenever possible and when requested, 35210006v1 Mayor Jim Ferrell City of Federal Way February 22, 2017 Page 5 we may provide clients with a budget or our best estimate from time to time of fees and/or costs that we anticipate will be incurred on a particular project, these estimates are subject to unforeseen circumstances and are by their nature inexact. Providing an accurate estimate is usually very difficult, since the size and scope of the project and the extent to which a client may request us to perform services may vary substantially during the course of such representation. As a result, we cannot be bound by a budget or an estimate except to the extent expressly agreed to in writing. By your acceptance of our representation, you acknowledge that the firm has made no promises about any outcome, and that any opinion offered or estimated budget provided by the firm or any of its attorneys will not constitute a guaranty. (j) Conflicts and Potential Conflicts. The City acknowledges that Butler Snow represents many other institutions, companies and individuals, some of which may be competitors of the City. The City agrees that the fact that Butler Snow represents or takes on representation of such a person or entity while also representing the City does not constitute a conflict of interest, and does not require the City's consent, unless the matter is directly adverse to the City, is substantially related to a matter on which Butler Snow is representing the City in which that person or entity's interest is materially adverse to the City, or is a matter in which Butler Snow could use adversely to the City non - public, confidential information it has learned through its representation of the City. The City further acknowledges that another party or parties in a matter on which Butler Snow is representing the City may seek legal counsel or representation from Butler Snow wholly unrelated to the matter in which Butler Snow is representing the City. Butler Snow will inform the City if and when such situations arise, and the City agrees that it will not unreasonably withhold its consent to Butler Snow's representing such party or parties in the matter unrelated to the matter in which Butler Snow is representing the City. (k) Termination of Engagement. We appreciate the opportunity to serve as your attorneys and look forward to a long professional and mutually beneficial relationship; however, in the event the City becomes dissatisfied with any aspect of our relationship, work, or the fees charged, we encourage the City to bring such concerns to our attention immediately. It is our belief that most problems can be resolved by a good faith discussion between us. Nonetheless, the City may terminate this representation at any time by reasonable written notice to us, but the City will be obligated to pay our fees for services provided pursuant to this Engagement Letter through the date on which you terminate our services. We may withdraw from this representation at any time and for any reason to the extent permitted by the applicable ethical rules, including your failure to pay any bill when due. In the event of our withdrawal we will be entitled to payment for all fees for services provided before the date of our withdrawal. We also will be entitled to reimbursement of any costs and expenses paid or incurred on your behalf up to the date of withdrawal or discharge. In the event of our withdrawal or discharge, we will be entitled to apply any retainer amount being held by the firm to payment of any outstanding fees and expenses. 35210006v1 Mayor Jim Ferrell City of Federal Way February 22, 2017 Page 6 Notwithstanding the foregoing, this Engagement will terminate on the earlier of July 31, 2017 (or such later date as may be mutually agreed by us), or at the time of completion of the services addressed in the Section (a) herein and, in any event, no later than submission of the final billing statement for such services. (1) Binding Agreement. This letter represents the entire agreement between the City and Butler Snow with respect to the scope of services to be provided to the City. No change or waiver of any of the provisions of this letter shall be binding on either the City or on Butler Snow unless the change is in writing and signed by both the City and Butler Snow. (m) Counterparts; Facsimile Signatures. This Agreement and any amendment, waiver or consent relating hereto may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The delivery by any party of an executed signature page to this Agreement or any amendment, waiver or consent relating hereto by facsimile transmission or by electronic email in Adobe Corporation's Portable Document Format (or PDF) shall be deemed to be, and shall be enforceable to the same extent as, an original signature page hereto or thereto. Any party who delivers such a signature page agrees to later deliver an original counterpart to any party that requests it. (n) Publicity Concerning This Matter. Often projects and matters such as this are of interest to the public. Also, many clients desire favorable publicity. Therefore, you agree that we may respond to inquiries from the news media and we may initiate and publish information to the public on this matter (including but not limited to our firm website) unless you instruct us not to do so. In any event, we will not divulge any non - public information regarding this matter. Please do not hesitate to contact me to discuss any questions you may have regarding this letter. If the foregoing does not accurately reflect our agreement, or if you have any objections to any of these terms, please inform me immediately in writing. Unless you inform us otherwise in writing, we will proceed with this representation with the understanding that you have accepted the terms and conditions of the representation set forth herein. Thank you again for this opportunity to be of service to the City. We look forward to working with you. Very truly yours, BUTLER SNOW LLP 35210006v1 Mayor Jim Ferrell City of Federal Way February 22, 2017 Page 7 Alan L. Pasternack ALP:mk Enclosures 35210006v1 Mayor Jim Ferrell City of Federal Way February 22, 2017 Page 8 I have read the above Engagement Letter and understand and agree to its contents, including the fee and billing arrangements. AGREED and ACCEPTED, this g` day of MAr 41 , 2017. CITY OF FEDERAL WAY, WASHINGTON 35210006v1 ATTACHMENT A BUTLER SNOW LLP STANDARD BILLING TERMS AND CHARGES FOR EXPENSES As of January 1, 2017 Butler Snow LLP (the "Firm ") will bill dients on a monthly basis for legal services, unless another arrangement is agreed to and approved in writing by the Firm and the Client The Firm typically sends bills for legal services and expenses via the U.S. Postal Service or by e -mail. Electronic billing services may also be used by specific agreement. It is our goal that our bills are easy to understand, simple, and reflect appropriate charges for the value our services provided. As such, we do not charge for many incidental costs or routine services. We are continually working to ensure that our bills are clear and understandable. Should you have questions about any aspect of your bill, please contact the Firm as soon as possible so that your concerns may be quickly resolved. The chart below spells out the complete details of our expense charges. Our bills are due upon receipt of the bill, unless other arrangements are agreed to in advance. Any overpayments or duplicate payments the Firm receives that cannot be posted to an outstanding bill ( "unapplied payments ") will be deposited into the Firm's operating account upon receipt and posted as unapplied cash to the client's account. These unapplied payments will either be applied to a future bill or refunded to the client, whichever is appropriate. Document Reproduction Normal sized documents (up to 11 x 17) Oversize documents (size in excess of 11 x 17) Electronic Data Manipulation for reproduction No charge for routine reproduction (under 50 pages per day) For reproduction in excess of 50 pages per day — Black & White: $0.10 /page Color: $0.25 /page Bates Labeling Electronic: $0.05 /page Manual: $0.15 /page Charge for each page — no exclusion Black & white: $6.00 /page Color: $30.00 /page $75 per hour Document Scanning Oversize documents (size In excess of 11 x 17) No charge for routine scanning (except evidentiary materials) Bulk scanning of evidentiary documents: $0.06 /page (additional charge for document coding) 510.00 /page Wire Transfers Outgoing: International: $50/wlre Domestic: $25/wire Data/Audio/Visual Duplication & Reproduction CD/DVD: $12.00 for each disc Portable Media Devices: Priced per data storage size Electronically Stored Information (Litigation Support Services) Data Filtering/Searching: Data Processing Native: Data Processing Fall Tiff: Data Storage: $50.00 /gb per occurrence $150.00 /gb per occurrence $200.00 /gb per occurrence $15.00 /gb per month Computerized Legal Research No charge for basic research. $35 /search for public records, special treatises, briefs, motions and expert directory databases. Specialized research at actual cost with prior client approval Electronic retrieval of Court documents 10.40 / document Fax and Long Distauce Phone No charge for calls or Fax transmissions within the United States. Non - domestic and conference calls charged at actual cost. Travel (personal vehicle) Current Standard Mileage Rate as allowed by the IRS Messenger Delivery and Service of Subpoenas or Summons Deliveries under 10 miles one way -No charge; 10 -25 miles one way - $30.00; over 25 miles one way - $10.00 /hour plus mileage; Service of Subpoenas /Summons - $35.00 plus delivery Overnight Package Delivery Charged at actual cost per package Postage No charge for routine postage (under $25 per day) Bulk mailing postage: at actual cost ButlerSnow 28846972v1 35210006v1 NOTICE TO CLIENTS OF BUTLER SNOW'S RECORD RETENTION & DESTRUCTION POLICY FOR CLIENT FILES Butler Snow maintains its client files electronically. Ordinarily, we do not keep separate paper files. We will scan documents you or others send to us related to your matter to our electronic file for that matter and will ordinarily retain only the electronic version while your matter is pending. Unless you instruct us otherwise, once such documents have been scanned to our electronic file, we will destroy all paper documents provided to us. If you send us original documents that need to be maintained as originals while the matter is pending, we ordinarily will scan those to our client file and return the originals to you for safekeeping. Alternatively, you may request that we maintain such originals while the matter is pending. If we agree to do that, we will make appropriate arrangements to maintain those original documents while the matter is pending. At all times, records and documents in our possession relating to your representation are subject to Butler Snow's Record Retention and Destruction Policy for Client Files. Compliance with this policy is necessary to fulfill the firm's legal and ethical duties and obligations, and to ensure that information and data relating to you and the legal services we provide are maintained in strict confidence at all times during and after the engagement. All client matter files are subject to these policies and procedures. At your request, at any time during the representation, you may access or receive copies of any records or documents in our possession relating to the legal services being provided to you, excluding certain firm business or accounting records. We reserve the right to retain originals or copies of any such records of documents as needed during the course of the representation. Unless you instruct us otherwise, once our work on this matter is completed, we will designate your file as a closed file on our system and will apply our document retention policy then in effect to the materials in your closed files. At that time, we ordinarily will return to you any original documents we have maintained in accordance with the preceding paragraph while the matter was pending. Otherwise, we will retain the closed file materials for our benefit and subject to our own policies and procedures concerning file retention and destruction. Accordingly, if you desire copies of any documents (including correspondence, emails, pleadings, contracts, agreements, etc.) related to this matter or generated while it was pending, you should request such copies at the time our work on this matter is completed. You will be notified and given the opportunity to identify and request copies of such items you would like to have sent to you or someone else designated by you. You will have 30 days from the date our notification is sent to you to advise us of any items you would like to receive. You will be billed for the expense of assimilating, copying and transmitting such records. We reserve the right to retain copies of any such items as we deem appropriate or necessary for our use. Any non - public information, records or documents retained by Butler Snow and its employees will be kept confidential in accordance with applicable rules of professional responsibility. Any file records and documents or other items not requested within 30 days will become subject to the terms of Butler Snow's Record Retention and Destruction Policy for Client Files and will be subject to final disposition by Butler Snow at its sole discretion. Pursuant to the terms of Butler Snow's Record Retention and Destruction Policy for Client Files, all unnecessary or extraneous items, records or documents may be removed from the file and destroyed. The remainder of the file will be prepared for closing and placed in storage or archived. It will be retained for the period of time established by the policy for files related to this practice area, after which it will be completely destroyed. This includes all records and documents, regardless of format. While we will use our best efforts to maintain confidentiality and security over all file records and documents placed in storage or archived, to the extent allowed by applicable law, Butler Snow specifically disclaims any responsibility for claimed damages or liability arising from damage or destruction to such records and documents, whether caused by accident; natural disasters such as flood, fire, or wind damage; terrorist attacks; equipment failures; breaches of Butler Snow's network security; or the negligence of third -party providers engaged by our firm to store and retrieve records. 35210006v1