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AITORNEY WORKPRODUCT
PRIVILEGEI} AND CONFIDENTIAL

AGREEMENT
BETWEEN BAITH & BINGHAM,LLP
AND SOUTHEAST ENGINEERING & CONSULTING, LLC

This Agrr;cure,nt is made effeotive begindng on Novernber 22, Z1lirand execut3d as of

Novernber 22,2U13 by and between BAICH & BINGHAM, LLP ("Balch,) End SOLT1HEAST
ENGINEERING & CONSULTING, LLC (,,Consullant').

RECTTALS

Consultant Possesses exprience in matte,rs relatEd to enviroumental and regul4Ory urd

political maters in Alabanrq *d i, in the business of providing oonsulting s,enriccs in these areas.
Consultaut has offercd its scrvices to Balch generally, ant qpocincaUy to help in der.eloping
aud
implenrentingplans to address Balch's client's needs and assessing the impactofr*nd-r intl*sc
various mafters.

Such serviccs may involve relationships withholdem offederal, state and local govemgnental
offices md positions or candidates for such offices and positions.

flre tr'air Carrpaign Prsctioes Act ('FCPA") p,rohibits rhe rnakiug of my comibution
whatsoever, directly or indirectly, by Balch in oonnoction with an Election for state or local gffrce,
primuy, political conventiolt or eauclx held to select candidates for state or local ufEce.

Consultant and Balch ate zubject to resFictions imposed by other federd, state and lmal
laws, rules and regulations, incluling without lirnitaion the Alibarna Erhics Act of 1973, as
amended" in their relationstrips with holders of and canfidates for fcderal, st4t6 and local
goverrunenhl offi ces and positions.

AGREEMENI

For and in consideration ofthe recitals aud ths muhral povisions h€xtof, the prties hercto
agree as follows:

1. Services tq be Performed. Balch hereby retains Consultant to rendcr Balch arlvice,

reprtse,ntafior" and assistance fl,on time to time ar requested by Balch druing thc term of this
Agreement in connection with environrnental and regutatoty and political mattsrs as well as otlm
issres identified by Balch that are of ditect irrtsest to Balah and/or its clicnts. Such scryices shall
irclude, but not b€ linit€d to, assisting Balch in the rpsolution of qucstions urd issucs raiscd by
Balch and/m its clients; the communication of Balch policies and aoncerns; the ootlcction and
dissemination of information; consultation withBalch'sReprcsentative, ortheir desiguee, onmfltttrrs

Balch-SEC.vl Pege I of6

2:L7 -cr- 00419 -AKK-TMP
6 / 25 / Lg ,Jury Tria1

GOVT EXHIBIT NO. L45

STRAD A 00A22582

STRADA 00022582
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