CONTRACT 4855 OtherAgreement No. 4855
NORTON ROSE FULBRIGHT
Fulbright & Jaworski LLP
13.01 McKinney, Suite 5100
Houston, Texas 77010 -3095
United States
Direct line +1 713 651 5591
stephanie.schroepfer@nortonrosefulbright.com
Tel +1 713 651 5151
Fax +1 713 651 5246
nortonroseful bright. corn
June 18, 2014
City of El Segundo
Mr. Gregg Carpenter
250 Main Street
El Segundo, CA 90245
Re: City of El Segundo — Employee Benefits Matters
Dear Mr, Carpenter:
This letter confirms that Fulbright & Jaworski LLP will represent the City of El Segundo ( "City of
El Segundo ") in connection with employee benefits matters as requested from time to time by
the City of El Segundo (the "Matter "). Our acceptance of that representation (the
"Representation ") becomes effective as of the date of this letter, In connection with the
Representation we will not be providing any services as a fiduciary (within the meaning of the
Employee Retirement Income Security Act of 1974, as amended) with respect to the Matter.
Terms of Engagement
This letter sets out the terms of our engagement in the Representation. Certain of those terms
are included in the body of this letter, and additional terms are contained in the attached
document, entitled Additional Terms of Engagement. That document is expressly incorporated
into this letter, and it should be read carefully. The execution and return of the enclosed copy of
this letter constitutes an unqualified agreement to all the terms set forth in this letter and in the
attached Additional Terms of Engagement.
Our Personnel Who Will Be Working on the Matter
Justin Coddington, Alex Clark and I will be working on the Matter, and you may call, write, or
e -mail me whenever you have any questions about the Representation. Other firm personnel,
including firm lawyers and paralegals, will participate in the Representation if, in our judgment,
their participation is necessary or appropriate.
Fulbright & Jaworski LLP Is a limited liability partnership registered under the laws of Texas. 46525695.1
Fulbright & Jaworski LLP, Norton Rose Fulbrighl LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright
South Africa (incorporated as Deneys Reitz, Inc ), each of which Is a separate legal entity, are members of Norton Rose Fulbright Verein, a Swiss
Verein. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com. Norton Rose Fulbright Verein helps coordinate the
activities of the members but does not Itself provide legal services to clients.
Agreement No. 4855
June 18, 2014 NORTON ROSE FULBRIGHT
Page 2
Our Legal Fees and Other Charges
Legal fees and costs are difficult to estimate. Accordingly, we have made no commitment
concerning the maximum fees and charges that will be necessary to resolve or complete the
Representation.
From time to time, we may furnish estimates of legal fees and other charges that we anticipate
will be incurred in connection with the Matter. Such estimates are by their nature inexact
because of the potential for unforeseeable circumstances; and therefore, our actual fees and
other charges may vary from such estimates.
It is expressly understood that payment of our fees and charges is in no way contingent on the
ultimate outcome of the Representation.
Our fees in the Matter will be based on the time spent by firm personnel, primarily firm lawyers
or paralegals, who participate in the Representation. We will charge for all time spent by such
personnel in the Representation in increments of tenths of an hour. For example, we charge for
time spent in the following: telephone and office conferences with clients, representatives of
clients, opposing counsel, and others; conferences among our attorneys and paralegals; factual
investigation if needed; legal research; responding to requests from you that we provide
information to you or your auditors; drafting letters and other documents; and travel, if needed.
Generally, our hourly billing rates for domestic offices range from $425 to $1,045 for partners;
from $320 to $760 for senior associates; from $395 to $795 for senior counsel; from $195 to
$675 for counsel; from $200 to $675 for associates; from $200 to $430 for patent agents; from
$395 to $1,025 for of counsel; from $55 to $420 for paralegals; and from $170 to $355 for senior
paralegals. Other lawyers, paralegals, and other personnel may be assigned as necessary to
achieve proper staffing. Billing rates for attorneys, paralegals, and other personnel are
reviewed annually and generally are revised at the beginning of each year.
In accordance with our normal billing procedures, we will submit invoices to the Company on a
monthly basis which will include a detailed statement of services rendered and expenses
incurred. Statements are due and payable upon receipt. Any statements not paid within 30
days of the date of the statement will be past due and may necessitate our discontinuing the
Representation on the Matter until payment is received.
For the purposes of billing, we will send monthly invoices ( "Invoices ") for fees and expenses on
the Matter to: Mr. Mark D. Hensley, Hensley Law Group, 2600 West Olive Avenue, Suite 500,
Burbank, California 91505, The Company agrees to be responsible and liable for the payment
of any outstanding invoices.
Conflicts of Interest
Before accepting the Representation, we have undertaken reasonable and customary efforts to
determine whether there are any potential conflicts of interest that would bar our firm from
representing the City of El Segundo in the Matter. Based on the information available to us, we
are not aware of any potential disqualification. We reviewed that issue in accordance with the
rules of professional responsibility adopted in Texas. We believe that those rules, rather than
the rules of any other jurisdiction, are applicable to the Representation; and the execution and
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Agreement No. 4855
A
June 18, 2014 NORTON ROSE FULBRIGHT
Page 3
return of the enclosed copy of this letter by the City of El Segundo represents an express
agreement to the applicability of those rules,
Conclusion
This letter and the attached Additional Terms of Engagement constitute the entire terms of the
engagement of Fulbright & Jaworski LLP in the Representation. These written terms of
engagement are not subject to any oral agreements or understandings, and they can be
modified only by further written agreement signed both by the City of El Segundo and
Fulbright & Jaworski LLP. Unless expressly stated in these terms of engagement, no obligation
or undertaking shall be implied on the part of either the City of El Segundo or Fulbright &
Jaworski LLP.
Please carefully review this letter and the attached Additional Terms of Engagement, If both
documents are acceptable, please sign and return the enclosed copy of this letter so that we
may commence the Representation.
IRS CIRCULAR 230 DISCLOSURE:
TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE IRS, WE INFORM YOU THAT ANY U.S.
FEDERAL TAX ADVICE CONTAINED IN THIS COMMUNICATION (INCLUDING ANY ATTACHMENTS) IS NOT
INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF (1) AVOIDING
PENALTIES UNDER THE INTERNAL REVENUE CODE OR (11) PROMOTING, MARKETING OR
RECOMMENDING TO ANOTHER PARTY ANY TRANSACTION OR TAX - RELATED MATTER[S].
Very truly yours,
A� 1,14.404 "
Stephanie Schroepfer
SS /bth
City of El Segundo Agrees to and Accepts this Letter and the
Attached Terms of Engagement;
City
By:
Title
Dat
m__-A EC AS r
CITY TRNEY
Agreement No. 4855
FULBRIGHT & JAWORSKI LLP
Additional Terms of Engagement
This is a supplement to our engagement letter, dated June 17, 2014, The purpose of this
document is to set out additional terms of our agreement to provide the representation
described in our engagement letter (the "Representation ") concerning employee benefits (the
"Matter "). Because these additional terms of engagement are a part of our agreement to
provide legal services, the City of El Segundo should review them carefully and should promptly
communicate to us any questions concerning this document. We suggest that the City of
El Segundo retain this statement of additional terms along with our engagement letter and any
related documents.
The Scope of the Representation
As lawyers, we undertake to provide representation and advice on the legal matters for which
we are engaged. It is important for our clients to have a clear understanding of the legal
services that we have agreed to provide. Thus, if there are any questions about the scope of
the Representation that we are to provide in the Matter, please raise those questions promptly,
so that we may resolve them at the outset of the Representation.
Any expressions on our part concerning the outcome of the Representation, or any other legal
matters, are based on our professional judgment and are not guarantees. Such expressions,
even when described as opinions, are necessarily limited by our knowledge of the facts and are
based on our views of the state of the law at the time they are expressed.
Upon accepting this engagement on the City of El Segundo's behalf, Fulbright & Jaworski LLP
agrees to do the following: (1) provide legal counsel in accordance with these terms of
engagement and the related engagement letter, and in reliance upon information and guidance
provided by the City of El Segundo; and (2) keep the City of El Segundo reasonably informed
about the status and progress of the Representation.
To enable us to provide effective representation, the City of El Segundo agrees to do the
following: (1) disclose to us, fully and accurately and on a timely basis, all facts and documents
that are or might be material or that we may request, (2) keep us apprised on a timely basis of
all developments relating to the Representation that are or might be material, (3) attend
meetings, conferences, and other proceedings when it is reasonable to do so, and (4) otherwise
cooperate fully with us.
Our firm has been engaged to provide legal services in connection with the Representation in
the Matter, as specifically defined in our engagement letter. After completion of the
Representation, changes may occur in the applicable laws or regulations that could affect the
City of El Segundo's future rights and liabilities in regard to the Matter. Unless we are actually
engaged after the completion of the Representation to provide additional advice on such issues,
the firm has no continuing obligation to give advice with respect to any future legal
developments that may pertain to the Matter.
It is our policy and agreement that the person or entity that we represent in connection with the
Matter is the one identified in our engagement letter, and that our attorney - client relationship in
connection with the Matter does not include any related persons or entities. For example, if a
corporation, partnership, or other organization is identified as our client in our engagement letter
referenced above, we do not represent any related parent companies, subsidiaries, affiliates,
employees, officers, directors, shareholders, partners, members, commonly owned corporations
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Agreement No. 4855
or partnerships, or other such persons, entities, or affiliates, whether becoming such by virtue of
merger, dissolution, acquisition, or any other means. Accordingly, it is understood that we may
represent another client with interests adverse to any such affiliated or related person or entity
without first obtaining consent from the City of El Segundo.
Who Will Provide the Legal Services
As our engagement letter confirms, Fulbright & Jaworski LLP will represent the City of
El Segundo in the Matter. Fulbright & Jaworski LLP is a registered limited liability partnership
under Chapter 152 of the Texas Business Organizations Code.
Although our firm will be providing legal services, each client of the firm customarily has a
relationship principally with one attorney, or perhaps a few attorneys. At the same time,
however, the work required in the Representation, or parts of it, may be performed by other firm
personnel, including lawyers and paralegals, Such delegation may be for the purpose of
involving other firm personnel with experience in a given area or for the purpose of providing
services on an efficient and timely basis,
Our Relationships With Others
Our law firm represents many companies and individuals. In some instances, the applicable
rules of professional conduct may limit our ability to represent clients with conflicting or
potentially conflicting interests. Those rules of conduct often allow us to exercise our
independent judgment in determining whether our relationship with one client prevents us from
representing another. In other situations, we may be permitted to represent a client only if the
other clients consent to that representation.
Rules concerning conflicts of interest vary with the jurisdiction. In order to avoid any
uncertainty, it is our policy that the governing rules will be those applicable to the particular
office of our firm that prepares the engagement letter for a particular matter. The acceptance by
the City of El Segundo of our engagement letter constitutes an express agreement with that
policy, unless the engagement letter specifically states that some other rules of professional
responsibility will govern our attorney - client relationship.
From time to time, our firm may concurrently represent one client in a particular case or matter
and, at the same time, our firm may be asked to represent an adversary of that same client in
an unrelated case or matter. We would consider doing so only if it is our professional judgment
that the firm could undertake the concurrent representation impartially and without any adverse
effect on the responsibilities that the firm has to either client.
With respect to any such issues that may relate to the Representation, we agree to exercise our
professional judgment in accordance with the governing rules pertaining to conflicts of interest.
At the same time, it is agreed that the City of El Segundo will consent to our representation of
other clients in such circumstances if the request for consent is reasonable.
In addition to our representation of other companies and individuals, we also regularly represent
lawyers and law firms. As a result, opposing counsel in the Matter may be a lawyer or law firm
that we may represent now or in the future. Likewise, opposing counsel in the Matter may
represent our firm now or in the future. Further, we have professional and personal
relationships with many other attorneys, often because of our participation in bar associations
and other professional organizations. It is our professional judgment that such relationships
with other attorneys do not adversely affect our ability to represent any client. The acceptance
of these terms of engagement represents an unqualified consent to any such relationships
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Agreement No. 4855
between our firm and other lawyers or law firms, even counsel who is representing a party that
is adverse to the City of El Segundo in the Matter that is the subject of this engagement or in
some other matter.
Communications and Confidentiality
[We have available Internet communication procedures that allow our attorneys to use e-mail for
client communications in many instances. Accordingly, unless the City of El Segundo
specifically directs us otherwise, we may use unencrypted e-mail sent on the Internet to
communicate with the City of El Segundo and to send documents we have prepared or
reviewed.
We recognize our obligation to preserve the confidentiality of attorney - client communications as
well as client confidences, as required by the governing rules of professional responsibility. If
the Matter involves transactions, litigation or administrative proceedings or like proceedings in
which our firm appears as counsel of record for in publicly available records, we reserve the
right to inform others of the fact of our representation of the City of El Segundo in the Matter and
(if likewise reflected of record in publicly available records) the results obtained, unless the City
of El Segundo specifically directs otherwise.
Fulbright & Jaworski LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton
Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa (incorporated as Deneys
Reitz Inc.), each of which is a separate legal entity, are member firms in Norton Rose Fulbright
Verein, a Swiss verein organization that does not itself provide legal services to anyone.
Fulbright & Jaworski LLP and the other member firms in the verein share non - privileged
information about our respective clients for research, practice management, training and
administrative purposes as a means of enhancing the quality and breadth of the services we are
able to provide our clients; and, unless you direct us otherwise, we will share non - privileged
information about you with those other member firms. Confidentiality agreements among the
firms are in place to ensure maintenance of confidentiality with respect to such shared
information.
Disclaimer
Fulbright & Jaworski LLP has made no promises or guarantees to the City of El Segundo about
the outcome of the Representation or the Matter, and nothing in these terms of engagement
shall be construed as such a promise or guarantee.
Termination
At any time, the City of El Segundo may, with or without cause, terminate the Representation by
notifying us of the City of El Segundo intention to do so.
We are subject to the codes or rules of professional responsibility for the jurisdictions in which
we practice. There are several types of conduct or circumstances that could result in our
withdrawing from representing a client, including, for example, the following: non - payment of
fees or charges; misrepresentation or failure to disclose material facts; fraudulent or criminal
conduct; action contrary to our advice; and conflict of interest with another client. The right of
Fulbright & Jaworski LLP to withdraw in such circumstances is in addition to any rights created
by statute or recognized by the governing rules of professional conduct. Further, a failure by the
City of El Segundo to meet any obligations under these terms of engagement shall entitle us to
terminate the Representation. We try to identify in advance and discuss with our clients any
situation that may lead to our withdrawal,
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Agreement No. 4855
Termination of the Representation will not affect the City of El Segundo obligation to pay for
legal services rendered and expenses and charges incurred before termination, as well as
additional services and charges incurred in connection with an orderly transition of the Matter.
Further, in the event of termination of the Representation, the City of El Segundo will take all
steps necessary to release Fulbright & Jaworski LLP of any further obligations in the
Representation or the Matter, including without limitation the execution of any documents
necessary to effectuate our withdrawal from the Representation or the Matter.
Billing Arrangements and Terms of Payment
Our engagement letter specifically explains our fees for services in the Matter. We will bill on a
regular basis, normally each month, for fees and expenses and charges. It is agreed that the
City of El Segundo will make full payment within 30 days of receiving our statement. We will
give notice if an account becomes delinquent, and it is further agreed that any delinquent
account must be paid upon the giving of such notice. If the delinquency continues and the City
of El Segundo do . not arrange satisfactory payment terms, we may withdraw from the
Representation and pursue collection of our account,
Document Retention
At the close of any matter, we send our files in that matter to a storage facility for storage at our
expense. The attorney closing the file determines how long we will maintain the files in storage.
After that time, we will destroy the documents in the stored files.
At the conclusion of the Representation, we return to the client any documents that are
specifically requested to be returned. As to any documents so returned, we may elect to keep a
copy of the documents in our stored files.
Charges for Other Expenses and Services
Typically, our invoices will include amounts, not only for legal services rendered, but also for
other expenses and services. Examples include charges for photocopying, long- distance
telephone calls, travel and conference expenses, messenger deliveries, computerized research,
and facsimile and other electronic transmissions. In addition, we reserve the right to send to the
City of El Segundo for direct payment any invoices delivered to us by others, including experts
and any vendors.
In situations where we can readily determine the exact amount of expenses for products and
services provided by third parties to be charged to the City of El Segundo account, our invoices
will reflect the cost to us of the products and services. In many situations, however, the precise
total cost of providing a product or service is difficult to establish, in which case we will use our
professional judgment on the charges to be made for such product or service, which charges
may vary from or exceed our direct cost of such product or service. In some situations, we can
arrange for ancillary services to be provided by third parties with direct billing to the client.
Attached is a copy of our current recharge schedule for expenses and services, which is subject
to change from time to time.
Standards of Professionalism and Attorney Complaint Information
Pursuant to rules promulgated by the Texas Supreme Court and the State Bar of Texas, we are
to advise our clients of the contents of the Texas Lawyer's Creed, a copy of which is attached.
In addition, we are to advise clients that the State Bar of Texas investigates and prosecutes
complaints of professional misconduct against attorneys licensed in Texas. A brochure entitled
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Agreement No. 4855
Attorney Complaint Information is available at all of our Texas offices and is likewise available
upon request. A client that has any questions about State Bar's disciplinary process should call
the Office of the General Counsel of the State Bar of Texas at 1- 800 - 932 -1900 toll free.
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Agreement No. 4855
THE TEXAS LAWYER'S CREED — A MANDATE FOR PROFESSIONALISM
The Texas Supreme Court and the Texas Court of Criminal Appeals
adopted this Creed, with the requirement that lawyers advise their clients
of its contents when undertaking representation.
I am a lawyer; I am entrusted by the People of Texas to preserve
and improve our legal system, I am licensed by the Supreme Court.
of Texas. I rnust therefore abide by the Texas Disciplinary Rules of
Professional Conduct, but I know that Professionalism requires
more than merely avoiding the violation of laws and rules. I am
committed to this Creed for no other reason than it is right.
I, OUR LEGAL SYSTEM. A lawyer owes to the administration of
justice personal dignity, integrity, and independence. A lawyer
should always adhere to the highest principles of professdonatdsm. I
am passionately proud of my profession. Therefore, 'My word is my
bond." I am responsible to assure that all persons have access to
competent representation regardless of wealth or position in life. I
commit myself to an adequate and effective pro bone program. I am
obligated to educate my clients, the public, and other lawyers
regarding the spirit and letter of this Creed. I will always be
conscious of my duty to the judicial system.
II. LAWYER TO CLIENT. A lawyer owes to a client allegiance,
learning, skill, and industry. A lawyer shall employ all appropriate
means to protect and advance the client's legitimate rights, claims,
and objectives. A lawyer shall not be deterred by any real or
imagined fear of judicial disfavor or public unpopularity, nor be
influenced by mere self- interest. I will advise my client of the
contents of this Creed when undertaking representation. I will
endeavor to achieve my client's lawful objectives in legal
transactions and in litigation as quickly and economically as
possible. I will be loyal and committed to my client's lawful
objectives, but I will not permit that loyalty and commitment to
interfere with my duty to provide objective and independent advice, I
will advise my client that civility and courtesy are expected and are
not a sign of weakness, I will advise my client of proper and
expected behavior, I will treat adverse parties and witnesses with
fairness and due consideration. A client has no right to demand that
I abuse anyone or indulge in any offensive conduct, I will advise my
client that we will not pursue conduct which is intended primarily to
harass or drain the financial resources of the opposing party. I will
advise my client that we will not pursue tactics which are intended
primarily for delay. I will advise my client that we will not pursue any
course of action which is without merit. I will advise my client that I
reserve the right to determine whether to grant accommodations to
opposing counsel it) all matters that do not adversely affect my
cl'ient's lawful objectives. A c1lernt hale no right to instruct me to
refuse reasonable requests made by other counsel. I wily advise my
client regarding the availability of mediation, arbitration, and other
alternative methods of resolving and settling disputes.
lit. LAWYER TO LAWYER. A lawyer owes to opposing counsel, iin
the conduct of legal transactions and the pursuit of fifigatMon„
courtesy„ candor, cooperallon, and scrupulous observance of all
agreements and rrnulur,il understandtirg& lit feelings between clients
shalt not influence a lawyer's conduct, atfdtude, or dietnoaanor toward
oprposing counsel, A lawyer shall not engage In unprofessdonat
conduct do retaliation against other unprofessional conduct I will be
Courteous, civil, and prompt rn oral and written conlrnunrcations, t
will not quarrel over matters of form or style„ but I will concentrate on
matters of substance. I will identify for other counsel or parties all
changes l have made in documents submitted for review. I will
attempt to prepare documents which correctly reflect the agreement
of the parties. I will not include provisions which have not been
agreed upon or ornit provisions which are necessary to reflect the
agreement of the parties, f will notify opposing counsel, and, if
appropriate, the Court or other
persons, as soon as practicable, when hearings, depositions
meetings,
conferences or closings are canceled, I will ragreuo to r °easorn «able
requests for extensions of time and for waiver of pro�craduraat
formalities„ provided legitirnato objectives of my client will not be
adversely affected l will not serve motions or, pleadings in any
manner that unfairly limits another party's opportunity to respond, I
Will c1lieraapt to resolve by agreenapnt my objections to matters
contained In pleadings and discovery requests and responses I can
disagree without being disagreeable. I recognize that efleclive,
representation does not require aantagonislic or obnoxious behavior,
I will neither encourage nor knowingly permit my client or anyone
under my control to do anything which would be unethical or
improper if done by me, I will not, without good cause, attribute bad
motives or unethical conduct to opposing counsel nor bring the
profession into disrepute by unfounded acoarsations of impropriety, I
will avoid disparaging personal remarks or, awrimony towards
opposing counsel, parties, and witnesses. I wilt not be lnlhwnced by
nriy lit feeling between clients, I well abstain from any allusion to
personal peculiarities or idiosyncrasies of opposing counsel, t will
not take advantage, by causing: any default or dwnissal to be
rendered, when I know tire identdly of an opposing courrsel, without
first inquiring about that counsel's intention to proceed. I will
prorraplly submit orders to the Cour d 1 will deliver copies it) opposing
counsel before or conte mporaneously with submission to the court. I
will promptly approve the form of orders which accurately reflect the
substance of the rulings of the Court. I will not attempt to gain an
unfair advantage by sending the Court or its staff correspondence or
copies of correspondence. I will not arbitrarily schedule a deposition,
Court appearance, or hearing until a good faith effort has been
made to schedule it by agreement. I will readily stipulate to
undisputed facts in order to avoid needless costs or inconvenience
for any party. I will refrain from excessive and abusive discovery, I
will comply with all reasonable discovery, requests. I will not resist
discovery requests which are not objectionable. I will not make
objections nor give instructions to a witness for the purpose of
delaying or obstructing the d'tsoovery process. I Will encourage
witnesses to respond to all deposition questions which are
reasonably understandable, I will neither encourage nor permit my
witness to quibble about word's where their meaning is reasonably
clear, I will not seek Court intervention to obtain discovery which is
clearly improper and not discoverable. I will not seek sanctions or
disqualification unless it is necessary for protection of my client's
lawful objectives or is fully justified by the circumstances.
IV. LAWYER AND JUDGE. Lawyers and judges owe each other
respect, diligence, candor, punctuality, and protection against unjust
and improper crifpcdsrn and attack. lawyers and Judges are equally
responsible to protect the dignity and independence of the Court
and the profession. d wilt always recognize, that the position of
judge is the symbol of both the judpclal system and administration
of justice. I wilt refrain from conduct that degrades this symbol. I will
conduct myself in court in a professional manner and demonstrate
my respect for the Cour °t arid the law, l will treat counsel, opposing
parties, the Court, and ammbers of the Court staff with courtesy and
civility. I will be punctual I wilt not engage irr any conduct which
offends the dignity and decorum of proceedings. I will not knowingly
misrepresent, rnischaracterize, misquote or misoite facts or
authorities to gain an advantage. I will respect the rulings of the
Court. I will give the issues in controversy deliberate, impartial and
studied{ analysis and consideration. I wall be considerate of the time
constraints and pressures imposed upon the Court, Court staff and
counsel in efforts to administer justice and resolve disputes.
46525695.1 - 9 -