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terminate this contract upon thirty (30) days notice, in writing, to the Firm provided that payment has been received for all services rendered up to the date of delivery of the notice. In the event that your account should become more than sixty (60) days past due, we reserve the right, in our sole discretion consistent with the rules of professional conduct, to cease doing any work on any matter we are working on related to this project until past due amounts have been paid. I will personally be in charge of the firm's role, and will assure that all necessary tasks are undertaken and completed. As you may know, I am not an attorney but our team will be comprised of attorneys and non attorneys. We anticipate that several of our attorneys and government affairs professionals will be involved in this representation. We will assign the personnel to ensure that the representation is carried out in the most effective manner. The representation may entail some work that is considered lobbying under the federal lobbying disclosure law. Given the terms set forth above, we anticipate that the Firm will be required to register and report our activities on your organization's behalf under the Lobbying Disclosure Act of 1995. In turn, you agree to provide such information as may be required to assist us in making such filings. If you have any questions regarding the circumstances relating to compliance with the Lobbying Disclosure Act, please do not hesitate to call. The representation will not require Greenberg Traurig to provide any services beyond the scope of the lobbying set forth above. In the event that any legal services are required, we will require execution of a separate retention agreement. The firm has conducted a review in order to assure that no conflict of interest exists between our representation of the City and any representations of any of our clients. We do not currently, and would not in the future, represent another client in connection with any of the specific matters in which we were representing you, if that other client's interest in those matters was adverse to yours. Existing or new clients may in the future seek our services in connection with matters which are not substantially related to our work for you. In some instances, the interests of those clients may be adverse to yours. It must be clearly understood that our firm cannot undertake to represent your organization without assurance that your organization will not seek, on the basis of this representation, to disqualify us from representing other clients in any matter that is not substantially related to our work for you. We recognize that your prospective consent to conflicting representation contained in the preceding sentence shall not apply in any instance where as the result of our representation of you we have obtained sensitive proprietary or otherwise confidential information that, if known to any other client of ours, could be used in another such matter by that client to your material disadvantage. MIA 181,017,364v11-12-10 GREENBERG TRAURIG, P.A. . ATTORNEYS AT LAW . WWW.GTLAW.COM