06/15/2022 Engagement Letter Fox Rotl-isc[ Ql( l
/.1 11 i+ I,t'" l 1 h,AV,
,�ootP'r Flagler Drive
Spite:1.700"u'ves,t: Lower'
West Pairn Bleach,FL 33401..
lei(561.)835-9600 F ax(561.)835-9602
www.foxr'rsti'rsci'riltl.corn
Robert Sacco
Direct Dial: 561-804-4420
Email Address:RSacco(aFoxRothschild.com
May 9, 2022
Monroe County Board of County Commissioners
c/o Cynthia L. Hall, Esq.
Monroe County Attorney's Office
I I 1112th Street, Suite 408
Key West, FL 33040
Re: Fox Rothschild LLP Engagement Letter
Dear Cynthia:
This letter will confirm that Monroe County Board of County Commissioners ("Client")has
retained Fox Rothschild LLP ("Firm")to represent Client in connection with the matter
described below. The Engagement Letter(`Letter"), along with the attached Standard Terms
of Engagement(`Standard Terms"), comprise the Engagement Agreement(`Agreement")
between Client and the Firm and explain the terms under which the Firm will provide legal
services to Client in this matter. (The Standard Terms are attached hereto and incorporated
by reference as Exhibit 1.)
Scope of Work. Client has engaged the Firm to provide the following services: trademark
counseling( m'Engageent"). Client has not engaged the Firm,nor has the Firm agreed, to
represent Client regarding any other matter. If Client requires the Firm's services in
connection with any other matter, please let me know.
Identity of Client. The Firm's only client in the Engagement is the parry identified as Client
in the first paragraph of this Letter. The Engagement is not an agreement to represent any of
Client's affiliates, subsidiaries, parents or related individuals, departments, offices, agencies,
instrumentalities, officials, officers, directors, partners, members, shareholders, employees,
independent contractors or agents (collectively, "Affiliates") unless the Firm has specifically
agreed to do so in writing. Client agrees that the Firm's representation of Client in the
Engagement does not give rise to an attorney-client relationship between the Firm and any of
the Client's Affiliates. Further,the Firm's representation of Client in the Engagement will
not give rise to any conflict of interest in the event other clients of the Firm are adverse to any
of Client's Affiliates.
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Client has agreed that Cynthia L. Hall, Esq.will be the contact person("Contact") for Client
throughout the duration of the Engagement and that all Invoices should be sent to Contact for
processing and payment.
Fees and Billing. The Finn's minimum fee will be determined by the amount of time spent
on the Engagement multiplied by the applicable hourly billing rates. Each of the Firm's
billing professionals and other personnel are assigned an hourly rate that reflects that person's
experience, skills, reputation, and ability, as well as prevailing market demand. The Firm's
billing rates currently range from$255 to $1000 per hour for lawyers and from$125 to $445
per hour for paralegals. All dollar amounts reflected in the Agreement are in United States
Dollars. The Finn's time will be recorded in increments of rounded tenths of an hour, with
one-tenth (0.1)being the minimum for any activity. The following attorneys and, if
applicable, paralegals, will be working on the Engagement at the indicated hourly rates:
Robert Sacco ($700)
Patti Flanagan ($505)
Alex Braunstein($470)
The Firm reserves the right to revise the staffing of the Engagement as it deems efficient. If,
at any time, Client has any questions concerning the staffing of the Engagement, please
contact me immediately. The Firm's billing rates are adjusted from time to time, generally
once a year, usually in June, to reflect then current levels of legal experience, changes in
overhead costs, market conditions or other appropriate considerations.
The Firm typically incurs costs in connection with the Engagement. These costs include
postage, delivery charges, facsimile and photocopy charges, computerized legal research and
related expenses,travel expenses including parking, mileage, meals and hotel costs, and use
of outside service providers including printers or experts. In litigation matters, such expenses
may also include filing fees, deposition costs, process servers, e-discovery costs and
technician time, court reporters and witness fees. Client agrees to reimburse the Firm for any
costs and expenses incurred in the course of the Engagement. If the Firm anticipates that
substantial expenses will be incurred on Client's behalf,the Firm will advise Client and the
Firm may request that Client pay these expenses directly.
The Firm will issue regular Invoices that detail the fees and costs incurred in the Engagement
("Invoices"),usually on a monthly basis. The time charged will include all time the Firm
devotes to the Engagement.
Payment is due within thirty (30) days from the date of Invoices. Unpaid Invoices will
accrue interest at the maximum rate permitted by applicable laws. If an Invoice is not timely
paid, the Firm may withdraw from the Engagement. If necessary,the Firm shall file a motion
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with the court to withdraw as counsel in the Engagement and Client shall not oppose said
motion.
Although the Firm attempts to capture all fees charged and disbursements made on Client's
behalf through the closing date set forth in each Invoice, there may be fees or charges for a
particular time period that will not appear on certain Invoices. Any such fees or charges will
appear on subsequent Invoices.
No individual except the Firmwide Managing Partner, or his/her designee, has the authority
to modify the Invoices submitted to Client.
Security for Financial Obligations. Florida law provides the Firm with the right to impose
a lien upon and retain, as security for payment of the Firm's Invoices, all documents, money
and other intangibles and materials coming into the Firm's possession (except to the extent
that such a lien on funds, deposited with the Firm in its client trust account, is
prohibited). Additionally,the Firm can acquire a lien,to the extent permitted by law, on all
judgments, awards, damages or other settlement, compromise, or court award then or
thereafter obtained or achieved on Client's behalf in the Engagement,whether by the Client,
by the Firm, or by any other attorneys who may succeed the Firm in the Engagement. These
retaining and charging liens may be asserted by the Firm in such circumstances as the Firm
believes to be necessary or appropriate.
No Retainer. No retainer is requested at this time. However, the Firm reserves the right to
request retainers in the future.
Prospective Waiver. The Firm is a large law firm with many offices and represents many
companies and individuals in numerous jurisdictions. It is possible that during the course of
the Engagement another client will have a transaction with or a matter adverse to the Client
unrelated to the Engagement or any subsequent engagement for the Client. Such matters may
include, for example, a real estate transaction or land use matter, a bankruptcy matter, a
financing matter, business counseling, corporate matter, a patent or intellectual property
matter, or a labor and employment matter. The Firm also regularly represents clients in land
use, zoning, condemnation, and tax assessment appeal matters adverse to government entities
("Government Matters"). This will confirm that the Client agrees that the Firm may continue
to represent or may undertake in the future to represent existing or new clients in matters not
substantially related to the Engagement, including but not limited to the Government Matters,
even if the interests of such clients in those other matters are directly adverse to the
Client. We agree, however,that the Client's prospective consent to conflicting
representations contained in this paragraph will not apply to any litigation
matters. Furthermore, the Firm agrees not to use any proprietary or other confidential
information of a non-public nature concerning the Client acquired by the Firm as a result of
the Engagement, to the Client's material disadvantage in connection with any matter in which
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the Firm is adverse to the Client. Client may wish to consult with independent counsel
regarding this advance waiver.
Similarly,new lawyers frequently join the Firm. These lawyers may have represented parties
adverse to Client while employed by other law firms or organizations. The Firm assumes
that, consistent with ethical standards, Client has no objection to the Firm's continuing
representation of Client notwithstanding our lawyers' prior professional relationships.
Future Representation. If Client asks the Firm to take on an additional assignment in the
future, Client and the Firm will reach a separate understanding covering that additional
assignment, which understanding will be reflected in a separate writing, which may include
e-mails.
Encryption of Electronic Email. We take data privacy very seriously. The Firm will first
attempt to transmit all email to Client by means of the Transport Layer Security (TLS)
protocol,which encrypts communications between Client's email server and the Firm's email
server. Most major email providers support the TLS protocol, and it is considered a best
practice in the security industry. If Client's email provider or server is not configured to
receive communications sent with the TLS protocol,the Firm automatically will re-send
those communications without using the TLS protocol and without any encryption during
transmission. The Firm strongly recommends that Client send and receive email containing
attorney-client privileged information, Personally Identifiable Information or Protected
Health Information only by means of the TLS protocol. If Client is unable to receive email
by means of the TLS protocol, please notify the undersigned and the Firm will use a third
party service that will allow Client to retrieve its emails in a secure manner.
Conclusion. If Client has any questions about the Agreement, please contact me as soon as
possible. Client may consult with separate counsel regarding this Agreement.
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Please acknowledge Client's acceptance to the terms in the Agreement and receipt of the
Standard Terms by signing one copy of the Letter and returning the signed copy to me at your
earliest convenience. This Agreement will take effect on the date of Client's signature or
when the Firm first performs legal services for Client, whichever is earlier.
We appreciate the opportunity and privilege to represent Client in the Engagement.
Sincerely,
.4-.,
Robert Sacco
For Fox Rothschild LLP
Enclosure
READ AND AGREED:
Monroe County Board of County Commissioners
Digitally signed by Robert B.Shilling,,
DN:m-Robert B.Shilling,,,o-B.O.C.C.of M.—,
Robert B. Shilling er Count,,FL,--Count,All,,,,,,,m all-,hilli,g,r-
bob,l on,o,Coun1,-fl.gov,c-US
Date 2022.06.16 12:07 36-04'00'
By: Robert Shillinger, Esq.
Title: County Attorney
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Fox F,1 o h s c- cJ
Fox Rothschild LLP
ATI ORNE YS AT LAW
Standard Terms of Engagement for Legal Services
OvLrvlew Fees alndl Billing
These Slandard Terrigs of Engagement("Sfandavd Ferras")along with,
Glee EnigatiOrnuill Lotter(1 elior)comprise,lhic Engagenlont The Firm's Ruinirnumi fee will be deterrinined by the aniount at tirine
Agreement("Agreement")between Client and Fox Rothschild ILLP spent on the Engagement multiplied by the applicable hourly Iblilling
("Firm")and explain the forms under which line Firm will provide Iegal rates,Each of the Firm's billing,professionals and other personnel is
services to Client In Vie Engagement.Any defined leign In the Letter assigned an howdy rate thal reflects that porgon's experience,skills,
shall'have the same definition in the Standard Terms.In the event of a Reputation,and albilfty,as wall as prevailing market dornaod The Firm's
—Iffi.t lbhvoo.trio Fir— lions in rho Standard Torfii*and th.Logic" firne wild be recorded iin increments of rounded tenths of an hour,with
the provisions in the Letter shall control. one-terilth(0,1)being the ininimurn for any aclivity. All dollar arnounls
reflected in the Agreement are in United States Dollars.
Communications
The FiniR Reserves the right to revise the slaffing of the Engagement as it
Client agrees to be candidi and cooperative with the Frirrin;and W dorris officiprit,Thar Firm's billing rotor are�adjuslod frorn IRMO 10 giruO,
provide the Firm with,full,oompgiele,and truthfui ilntarmaduon.Client will genera I ly once a year,usually In June,to Reflect than currewil levels of
communicate with the Flrm before communicating with any parties, legal experience,changes in overhead costs,market conditions or other
witnesses,or their counsel,or with any experts oar consuitants,about appropriate considerations.
the Engagement, the Firm typically incurs costs in connection with the Engagement. I hese
Client agrees to inform the Firm,iirn writing,of any changes In C—flerit's costs include postage,delivery charges,facsimile and Photocopy Charges,
name,address,telephone number,contact person,or ernail address. CA'nuputerized lutial ru�suaruh arid Trollatu-d vxpuribes,Cfr.avel uxpensub
The Firm will endeavor to keep Client informed of the status at the including parking,infloage,intrals and hotel oo0s,and use of outside
Engagement to the extent necessary to enable Client to make service providers including printers or experts.In iffilgation rinatters,such
informed decisions. expenses rnay also include filing fees,deposition costs,process servers,
court reporters and witness fees.Client agrees to reirnbine the Fkm for
Clientacknowledges that any opinion or belluf that tho Ran expresses any costs and expenses incurred in the course of the Engagernent,If the
from time to time about the CrIgagerrieril,including various courses of Firm anficipates that substantial expenses wRI1I he nrurmd on 01prit's
action and the results that might be anticipated,is intended merely to be behalf,the Firm will advise Client and the Firm Inay request that Client pay
an expression of opinion based upon Information available to the Firm at these expenses directly.
thu linitj arid net a PTUITn5U or qUaFaH[QU.
In order to increase the Firin's efficiency and responsiveness,the Firm rho Firin will issue regular invoices lhat detail the fees and costs
incurred in tire Engagement,usually oil a monthly basis.I he time
will use state of the art oommuntcation devices(i,e,,email,document charged will include all time the Firm devotes toy the EFT92190111ent.
transfer by computer,Wireless telephones,facsimile transfer and other
devices which may be developed in the lulure).The use of sudii devices Paymerit is due within thirty(30)days horn the date of Invoices.
may place Clieni's conrtdancos and privileges at risk.I lowsivsr,the f:irni Unpaid Invoices will accrue interest at the MaXiMUrn gate PoOmitted by
believes That the efficiencies involved in the use of these dewcas applicable laws.If inn Invoice is not timely Ipaidl,the Firm may withdraw
outweigh the risk of accricenlai disclosure.Chent authorizes"the Firm to from the Engagement.If necessary,the Firm shall file a motion with
use these Mecionic oolni-nunIcaflon devices, the court to Withdraw as Counsoll in the Lrigagement and Client Oall
Affiliations by Client not oppose said motion,
Client agrees and acknowledges that,unless specifically stated, Although the Firm attempts to capture all fees charged and
off ierwise in the Letter,ElIe.Engagement is Riot an agreernent by Hie disbursements made on Client's behalf through the closing date set
Firm to represent any of Client's affiliates,sub5idianes,con0luents, forth In each,Invoice,there may be fees or charges for a particular time
parents or related individuals,olftcers,directors,partners,members, period that will not appear on certain Invoices.Any such fees or
shareholders,employees,Independent contractors or agents charges will appear on subsequent Invoices.
(collectively,"Affiliates").agent agrees that the Firm's representation of No individual except the;Firmwide managing Partner,or his?fier
Client in the Engagement do",not give rise to an attorney-client designee,has the authority to modify the invoices submitted to Clier*
rplation%thip between the Firm and any of Gliient's Affilitales-Further,the
Firm's representation of Client In the Engagement will not give rise to Third-Party Payor
any coniffol of inglerest in the event other clients of the Firms are adverse Unless agreed to in venting be Client and 1he Firm,evon though a
to any of Client's Affiliates. third party('"Third Party Payor")emay have agreed to pay rho Invoices
Estimates RnOl-Wirgd un the Engagen'Rent,Client agreLss to b P, ultimately
responsible for payment of all Invoices incurred in the Engagement.
The fees and costs reitaIrrig to the Engagement are not predlclabIe, If Client has advised the Firm thial a Third Party Payor will be paying
Accordingly,ifie Firm has made no comringriment to Client concerning the sorine or;all of the Invoices,Client acknowledges that,should Client
maximum aniount of fees ands costs that will be necessary to complete the instruct the Firrin,to share confidenfial[inforifination with that Third
Engagement.Any estimate of fees and costs that the Firm and Client Party iPayor,including Invoices,Client may lose any privileges or
inay,have discussed orally or in writing represents only an estimate Of prolectRons,that may apply to that Information.
such fees and costs.Client also understands that payrinent of the
Firm's fees and costs is not contingent on ttrIe U11hirlate QutCorne of file
Eny.y.wenl.
March 2t120
wwwAoxrothselti
California Colorado Delaware District of Columbia Ronda Georgia Illinois Minnesota Nevada New Jersey
Now York North Carolina Pennsylvania South Carolina Texas Washington
I.W"M
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Fox F,1 o h sc- lJ
,
Conflict's of IInterest Client's Obligation to IF"dace Insurance Carrier on Nllottice
In,the Firm s representation of Client In the FngagememC it may be Ill Client has not already done so Client should!part any Insurer on
nocessary for tfne Firm lawyers to analyze or address their notice of any claims that have,been or could be made in connection
professional duties or responsibilities or those of the Firm,and to w0h the Engagement,so that the insurer cannot take the position that
consuft with the f:'inns General Counsel,or other lawyers in doing notice was given late or that insurer was prejudiced by delay in
so,To the extent the Firm'iis addressing its Wiles,obligations Of providing such notice.
responsibdrWs to C hent in those consultations,it is possible that a Conclusion of Engagement and Client Fines
conflict of Interest rmight be deerned to,exist as between Client said
the Firer.As'a coinditton of the Fngagenneut,Client waives any Unless previously terminated,the attorney-client relationship between
conflict of interest that might be deemed to arise out of any such Ctiielnt arid the Firm,related to the Engagement,will terminate when the
consultations,Client further agrees that thoso consultations are Fire sends to Client the Fiirm's final Invoice for services rendered in the
protected from disclosure by the U orm"s attomey-client pri iege. Engagcmerrt or wlhon the Firm advises Client that ut wife no longer
represent Client In the Engagement.
Patent and Intellectual Proporty Matters
4.;Vuenq:may terminate the tnngagemant at any time. llnra q-irrn may
If the Engagement concerns patent prosecution,Client agrees and terminate the Engagement subject to applicable ethical and legal
acknowledges that.the Firm will not be responsible for the payment of requirements-If permission for withdrawal its required by a court or
maintenance tees and/or patent ainntit'les(collectively,"Patent arbitration panel,the Finns will prorriptly request such Iporrnnission and
Annuities"). Client further agrees that Client will handle the paynrnent Client agrees not to appose such,request-Client will remain obligated
of Patent Annuities either directly or through firms that specialize for any Invoices through fine offective date of the ton nunamtiion.
solely in time Ipaymamt of anneitios for patent portfolios around the Once Client's rrnall1w is corrn;uiuded,time Filnri will notify Cllemt,ufler if)
worlldl.If Client steeds issisfaance in Identifying firms that provide Such return any original material Client provided to the Firm„and close the
services,they Firm will provide Client with infcima:ticu upon requestl... matter.Client can request that the entire Cite be sennl.to Client at this
To the extent that the Engagement a emernt relates to the defense of Client's rime,If Client does nol request the return of the entire file,It may be
sent to storage off site,and thereafter an administrative cost may be
intollactuoall property lights,Client's comprohonsiwe general liability charged to Client for retrieving,it from storage,Client is re,spounsrblle for
or other liability irnsur,anre carrier may provide sore reimbursement complying with any records retention obligations that may be aplplicabde
for the Invoices. to any records,
Protected Fteahh Information Wunder time Firrm's.Records Retention n Policy,as rnna,y be inodifoedfront
Federal and tote VawS�Impose durheS on both olierntS aurmt law firms to time-to-time,the Firm may dispose of files as early as seven(7)yearn
ensure the privacy arid securi'fy ot'protected Iheaith information"(PHI), after a matter is closed the records
of send written rf anyice
Client at the
last address In the Finnn"s records before disposing of any of Client's fifes,,
whrch broadly includes identifiable health and personal information of It.Is Client's responsibility to notudy the Firm of any changes in Client"s
individuals Client should not send or transmit to the Firm any PHI In mat in�,g address so that the Firm can properly rnofrfy[Client.It Client's;
any format whether by hard copy,email,facsimile or other medium, radiing address is out of date in the For's records at the brine of the
unless and unfil,fit,)Client arid the Firm have a Current signed toregnirng nonce,Client agrees that the Firm may destroy files that Client
Business ss Associate Agreement in plaoea (l)the a�tfoney wilh whornn leas not previously requested be returned to Cllient.
Client is,working at tine f min has determined that the sal If is needed in
connection with the Engagement,(ill)Chont has notified the attorney in The(Firm arid Client agree trial all Original Client-supplied materials
advance of the transmission of the PII and(iv)the attorney has and all lawyer end-producl(referred to generally as"client material")
approved the rnanner by which such PHI will be received by the Furn, are the property of the Client.IOwyer end-product includes,for
Clnsril rnusat let the;Firm know if Client anticipates that the Engagement example,final contracts,pleadings,and trust documents,The Firm and
will irivofvu PHI,so that the IFirrtr can take the necessary steps to allow Client agree that lawyer work produict,and coplos of any electronic
its to the Fir€rt discovery documents or data,are the property of the Firm,lawyer
work product includes,for example„drafts,notes,internal merdranda,
Use of PC rSena1 information work
otecfronie files,and lawyer representation and a dwirrimi°straticn
The Firm gathers arid processes personal data pursuant l'o all materials,including related lawyer-clinirif eorres,pondenen arid ccrnfliekn
applicable law, The Firrnn will uSe personal nnlfonnnalion that we materials.The Firm wild assume that Client has a copy of all electronic
receive in connection with providing legal services to Client" documents provided to the term by Client or on Client's behalf,and
marketing our services to Client,and to corpty with applicable law, that Client retains in Client's records all/electronic and physical
During and after the Engagement,the Firm may disclose personal materials provided to Client in the course of the Engagement.AIII
information to parties involved in the work the Firm is pertlorming" nonpublic information that Client has.supplied to the Firm and that the
opposing parties,arbitration panels and courts".and any other Firm retains will be kept confidential in accordance with applicab,le
reasonably foreseeable entity, Additionally"the Firm,may use third rules of professional responsibility.
padlos,wherever located!,to store and process personal data Futunru Changer in,thin L.nw
received from Cliionf or its agents or other SOUrcus,
Client acknowledges that,a ller the(Engagement teas terminated,the Firm
No Advice has no continuing obligpat on to advise Client of future legal developments,
Unless specifically stated in the Letter,or in a subsequent written unless Client subsequently engages rime Firin to do so.
communication belween the Firm and Cient"the Engagement will net Severablilfy In Event of(partial Invirfidirty
include providing Client with legal advice pertaining to any tederal, If any provision of the Agreement is herd in whale air in part for be
state. foreign, or local tax smatter or issue, whether or not directly unenforceable for any reason,the remainder of that provision and of the
relayed to or affected by fine legal rnWtors that are part of the entire Agreement with be Severable and/will remain in efleod:.If the
Engagement, Agreement has been provided to Client in a language other than
English,the provisions contained in the(English version shall control..
Ma,rh 7e20
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www.foxruthschlld.cotn
California Colorado Delaware District of Columbia Flonda Georgia Illinois Minnesota Nevada New Jersey
New York. North Carolina Pennsylvania South Carolina Texas Washington
rbrr"m"i t
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