Item R09 R9
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5
The Florida Keys Mayor Pro Tern James K.Scholl,District 3
Craig Cates,District 1
Michelle Lincoln,District 2
' David Rice,District 4
Board of County Commissioners Meeting
October 16, 2024
Agenda Item Number: R9
2023-3108
BULK ITEM: No DEPARTMENT: County Attorney
TIME APPROXIMATE: STAFF CONTACT: Cynthia Hall
N/A
AGENDA ITEM WORDING: Approval to agreement with law firm of Fox Rothschild LLP to serve
as backup outside legal counsel for Monroe County Planning Commission; also, approval for County
Attorney to execute engagement letter/legal services agreement with the firm, with the agreement
retroactive to September 24, 2024.
ITEM BACKGROUND:
Monroe County hires attorneys to serve as outside legal counsel for the Monroe County Planning
Commission. County staff who appear before the Planning Commission and CEB/CBAA are
represented by the Monroe County Attorney's Office, which cannot ethically represent both the staff and
the Planning Commission.
In February 2024, Monroe County issued a Request for Proposals (RFP), calling for proposals from
qualified vendors to serve in these positions. Three (3)proposals were received. The proposals
included information about the qualifications and experience of the firms representing governmental
entities particularly in administrative and quasi-judicial hearings, with a particular emphasis on
experience with planning/zoning and building/construction law/construction trades; as well as
experience with Sunshine Law and public records issues.
All three firms indicated that they would be willing to serve as counsel for either body, and would be
willing to serve as backup for either body. Having a backup firm is advisable in case the attorneys from
the primary firm are unable to serve for any reason, including a conflict of interest.
A Selection Committee composed of County Attorney Bob Shillinger, Assistant County Attorneys
Kelly Dugan and Peter Morris, Planning Director Emily Schemper, and Assistant Building Official Rey
Ortiz met in a publicly noticed zoom hearing on April 4, 2024, beginning at 12:00 p.m. Two of the
three vendors were also present.
After deliberating the Selection Committee voted to recommend a primary contract to Vernis &
Bowling of the Florida Keys, P.A. Staff wishes to enter into an agreement with one of the other two
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firms, in case the primary firm is unable to perform the services for any reason, including that the firm
has a conflict. Therefore, the County Attorney's Office is requesting approval to enter into a contract
with Fox Rothschild LLP to serve as backup counsel for the Planning Commission. (A separate
contract may be brought back later for the CEB/CBAA.) The primary attorney who will perform the
services, John Herin Jr., has considerable experience representing governmental entities in land use
matters. The County also utilizes the firm for intellectual property matters.
PREVIOUS RELEVANT BOCC ACTION:
Feb. 2024: BOCC approval to issue the RFP
May 2024: BOCC approval to enter into contract with Vernis & Bowling
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
2024 Confirmation of Insurance-C.pdf
2024 10 01 Monroe County Florida m Addendum with Required State and Local Clauses(163239129.1)-
C(163262564.1)mC.pdf
2024 10 04 Monroe County_Florida m Engagement Letter(163369999.1) (002)-C (002)Revised.pdf
FINANCIAL IMPACT:
Effective Date: 9/24/2024
Expiration Date: 9/23/2027
Total Dollar Value of Contract: $3000 per meeting (up to $36,000 per year)
Total Cost to County: $3000 per meeting (up to $36,000 per year)
Current Year Portion: Approx. $33,000
Budgeted: Yes
Source of Funds:
CPI: No.
Indirect Costs: N/A
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Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No. If yes, amount:
Grant: No
County Match:
Insurance Required: Yes (to be included in negotiated legal services agreements)
Additional Details:
5565
ALAS
f1, °
January 3, 2024
Fox Rothschild LLP
2000 Market Street
20th Floor
Philadelphia, PA 19103-3222
To Whom It May Concern:
CONFIRMATION OF INSURANCE
We hereby confirm that Fox Rothschild LLP has Professional Liability
Coverage under Policy LPL-1933-2024 with an annual limit of$50,000,000 per
claim and$100,000,000 in the aggregate with the right, under stated conditions, to
purchase extended reporting rights upon termination of such Policy by ALAS.
The self-insured retention under such Policy is $2,000,000 each claim up
to an aggregate of$4,000,000 and$100,000 each claim thereafter.
The Policy effective date is from January 1, 2024 to January 1, 2025.
Such Policy is subject to the terms, conditions, limitations and exclusions
stated therein.
ATTORNEYS' LIABILITY ASSURANCE SOCIETY LTD.,
A RISK RETENTION GROUP
//�7
By. Date: 1/3/2024
Nancy J. Montroy
Vice President—Director of Underwriting
7
II 5566
ADDENDUM
(State and Local Clauses Only)
The following clauses are added into the attached Agreement as if fully set forth therein-
1. Florida Public Records law (F.S. 119.0701).
RECORDS- ACCESS AND AUDITS: Pursuant to F.S. 119.0701, Contractor and its
subcontractors shall comply with all public records laws of the State of Florida, including
but not limited to:
a. Keep and maintain public records required by Monroe County in order to
perform the service.
b. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be inspected
or copied within a reasonable time at a cost that does not exceed the cost provided in
Florida Statutes, Chapter 119 or as otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the contractor
does not transfer the records to the public agency.
d. Upon completion of the contract, transfer, at no cost, to Monroe County all
public records in possession of the contractor or keep and maintain public records
required by the public agency to perform the service. If the contractor keeps and
maintains public records upon completion of the contract, the contractor shall meet all
applicable requirements for retaining public records. All records stored electronically
must be provided to Monroe County, upon request from the public agency's custodian of
records, in a format that is compatible with the information technology systems of Monroe
County.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,
BRIAN BRADLEY, AT (305) 292-3470, bradley-brian@m nroecout -
, c/o Monroe County Attorney's Office, 1111 12' St., Suite 408,
Key West FL 33040.
2. F.S. 287.0582, F.S. and Monroe County Purchasing Policy (required for all
contracts for purchases of services or goods > 1 year): Monroe County's
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performance and obligation to pay under this contract is contingent upon an annual
appropriation by the BOCC.
3. Insurance Requirements (Monroe County Risk Manual): The vendor is required
to provide the following insurance coverage:
Professional Liability Insurance - This insurance shall provide coverage against
such liability resulting from this Contract. The minimum limits of coverage shall be
$250,000 per claim and $500,000 in the aggregate.
Prior to or at time of execution of the agreement, the vendor shall provide a certificate
of insurance evidencing current coverage in this amount. Therefore, the vendor shall
provide updated certificates whenever the coverage is renewed, upon request.
4. Public Entity Crime Statement (required for all procurement documents and
contracts by F.S. 287.133 and Monroe County Purchasing Policy): A person or
affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract to provide any goods or
services to a public entity, may not submit a bid on a contract with a public entity for
the construction or repair of a public building or public work, may not submit bids on
leases of real property to public entity, may not be awarded or perform work as a
CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with
any public entity, and may not transact business with any public entity in excess of
the threshold amount provided in Section 287.017, for CATEGORY TWO for a period
of 36 months from the date of being placed on the convicted vendor list. As used
herein, the term "convicted vendor list" means a list maintained by the Florida
Department of Management Services, as defined in F.S. 287.133.
By entering in this Agreement, the vendor acknowledges that it has read the above
and states that neither the vendor nor any Affiliate has been placed on the convicted
vendor list within the last 36 months.
5. Ethics Clause (required for all contracts by Monroe County Ordinance No. 10-
1990): By entering in this Agreement, the vendor warrants that he/it has not
employed, retained or otherwise had act on his/her behalf any former County officer
or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer
or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or
violation of this provision the County may, in its discretion, terminate this Agreement
without liability and may also, in its discretion, deduct from the Agreement or
purchase price, or otherwise recover, the full amount of any fee, commission,
percentage, gift, or consideration paid to the former County officer or employee.
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6. E-verify requirement (required by F.S. 448.095): Beginning January 1, 2021,
every public employer, contractor, and subcontractor shall register with and use the
E-Verify system to verify the work authorization status of all newly hired employees
in Florida. By entering into this Agreement, the vendor certifies that it registers with
and uses the E-Verify system.
7. Scrutinized companies (F.S. 287.135):
a. (Applies to contracts > $1 million): This contract is terminable at the option of
the awarding body if the vendor is found to have submitted a false certification as
defined below, has been placed on the Scrutinized Companies with Activities in
Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List as those terms are defined in F.S. 287.135, or been engaged
in business operations in Cuba or Syria.
i. False certification: At the time a company submits a bid or proposal for a
contract or before the company enters into or renews a contract with an
agency or local governmental entity for goods or services of $1 million or
more, the company must certify that the company is not on the Scrutinized
Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List and that it does not have
business operations in Cuba or Syria. At the time a company submits a bid
or proposal for a contract or before the company enters into or renews a
contract with an agency or local governmental entity for goods or services
of any amount, the company must certify that the company is not
participating in a boycott of Israel. By entering into this agreement, the
vendor certifies that the company complies with these requirements.
b. (Applies to all contracts): This contract is terminable at the option of the
awarding body if the company is found to have been placed on the Scrutinized
Companies that Boycott Israel List as that term is defined in F.S. 287.135 or is
engaged in a boycott of Israel.
8. Payment: Invoices will be paid in accordance with the Florida Local Government
Prompt Payment Act, F.S. 218.70 et seq. Invoices must be submitted to the Clerk
with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is
based on generally accepted accounting principles and such laws, rules, and
regulations as may govern the Clerk's disbursal of funds.
9. Human Trafficking (F.S. 787.06): Whenever a contract is executed, renewed, or
extended between a nongovernmental entity and a governmental entity, the
nongovernmental entity must provide an affidavit signed by an officer or a
representative of the nongovernmental entity under penalty of perjury, attesting to
that the nongovernmental entity does not use coercion for labor or services. A copy
of the affidavit is attached.
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10. Foreign Entities Affidavit (F.S. 287.138):
a. Beginning 1/1/2024, a governmental entity may not accept a bid or proposal from,
or enter into a contract with, an entity which would grant the entity access to
individual personal identifying information ("PII") unless the entity provides an
affidavit signed by an officer or representative under penalty of perjury attesting
that the entity does not meet any of the criteria in F.S. 287.138(2)(a)-(c):
• Entity owned by a country of concern (China, Russia, Iran, North
Korea, Venezuela, Syria)
• Controlling interest by government of foreign country of concern;
• Entity organized under the laws of or has principal place of business
in foreign country of concern.
b. Beginning 7/1/2025, a governmental entity cannot renew a contract with an entity
which would grant the access to PI unless the entity provides the affidavit.
c. Beginning 7/1/2025, a governmental entity cannot extend or renew a contract with
an entity meeting the above criteria if the contract would give access to PI to that
entity.
The affidavit is attached.
163254674.1
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AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT
FOR LABOR OR SERVICES
Entity/Vendor Name: Fox Rothschild LLP
Vendor FEIN- 23-1404723
Vendor's Authorized Representative: John R. Herin, Jr., Esq. (Partner)
Address: One Biscayne Tower, Suite 2750, 2. S. Biscayne Boulevard
City: Miami State: Florida Zip: 33131
Phone Number: 305-442-6544
Email Address: iherin foxrothschild.com
As a nongovernmental entity executing, renewing, or extending a contract with a
government entity, Vendor is required to provide an affidavit under penalty of perjury
attesting that Vendor does not use coercion for labor or services in accordance with
Section 787.06, Florida Statutes.
As defined in Section 787.06(2)(a), coercion means-
1. Using or threating to use physical force against any person;
2. Restraining, isolating, or confining or threating to restrain, isolate, or confine
any person without lawful authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person when
labor or services are pledged as a security for the debt, if the value of the labor
or services as reasonably assessed is not applied toward the liquidation of the
debt, the length and nature of the labor or service are not respectively limited
and defined;
4. Destroying, concealing, removing, confiscating, withholding, or possessing any
actual or purported passport, visa, or other immigration document, or any other
actual or purported government identification document, of any person;
5. Causing or threating to cause financial harm to any person;
6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule II of
Section 893.03 to any person for the purpose of exploitation of that person.
As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury
that Vendor does not use coercion for labor or services in accordance with Section
787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees
to abide by same.
Certified By: John R, Herin, Jr., Esq.
who is authorized to sign on behalf of the above referenced company.
Authorized Signature:
Print Name: John R. Herin, Jr.
Title: Attorney — Partner
163254674.1
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FOREIGN ENTITIES AFFIDAVIT F.S. 287.138
I, John R. Herin, Jr.. Esq. of the city of Miami, Florida according to
law on my oath, and under penalty of perjury, depose and say that:
a. I am a Partner of the firm of
Fox Rothschild LLP ("Entity"), the bidder
making the Proposal for the project described in the Request for Proposals for
to Serve as legal counsel to the Monroe County Planning Commission and that I executed the said
proposal with full authority to do so-
b. In accordance with section 287.138, Florida Statutes, the Entity is not owned by
the government of a Foreign Country of Concern, as that term is defined in F.S.
287.138, is not organized under the laws of nor has its Principal Place of Business
in a Foreign Country of Concern, and the government of a Foreign Country of
Concern does not have a Controlling Interest in the entity.
c. The statements contained in this affidavit are true and correct, and made with full
knowledge that Monroe County relies upon the truth of the statements contained
in this affidavit in awarding contracts for said project.
"'` (Signature)
Date: October 1, 2024
STATE OF: Florida
COUNTY OF: Miami-Dade
Subscribed and sworn to (or affirmed) before me, by means ofIdphysical presence or ❑
online notarization, on October 1, 2024 (date) by
Inhn R Harin, Ar (name of affiant). He/She is personally known to me
or has produced personally known (type
of identification) as identification.
40AiR1Y PUBLIC
My Commission Expires:
JESSI CA T.MiRAhB)A
Notary Public-St to of Florida
may = Commission X M 118240
" My Comm.Expires Apr 18,2025
163254674.1
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One Nscayr e lFary eii, Sk.Jte 2750
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www.foxrothschild.com
John R.Herin
Direct Dial:305-442-6544
Email Address:JHerin(iff oxRothschild.com
October 4, 2024
Via email to: Shillitioe °,,,,,�I;l,r),�I;;()ni,oriroecouri ,,,,;...fl ov
Monroe County, Florida
c/o Robert B. Shillinger, Jr., County Attorney
1111 12th Street, Suite 408
Key West, Fl. 33040
Re: Fox Rothschild LLP En2a2ement Letter
Dear Bob:
This letter will confirm that Monroe County, Florida ("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: Serve as legal
counsel to the Planning Commission and to advise it on legal and procedural issues related to its
duties and responsibilities under Chapter 163, Florida Statutes, and the Monroe County Code of
Ordinances and Land Development Regulations and Comprehensive Plan("Engagement"). 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 party 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 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.
163048729.1
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Monroe County, Florida
Fox Rothschild LLP —Engagement Letter
Page 2
Client has agreed that Robert B. Shillinger, Jr. 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 Firm has agreed to represent Client in the Engagement for a Flat Fee("Flat
Fee") of$3000 per Planning Commission meeting with a $36,000 maximum budget per year.
The Firm typically incurs costs in connection with the Engagement. These costs include postage,
delivery charges, photocopy, scanning and printing 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. The Flat Fee will not cover any costs incurred by the Firm in
connection with the Engagement. All costs will be paid by Client. 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.
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
163048729.1
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Monroe County, Florida
Fox Rothschild LLP —Engagement Letter
Page 3
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 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.
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,
John R. Henn
For Fox Rothschild LLP
Enclosure
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Monroe County, Florida
Fox Rothschild LLP —Engagement Letter
Page 4
The undersigned hereby accept(s) and agree(s)to the terms of Engagement set forth in the
Agreement.
Date: Monroe County, Florida
[Name of organization]
By
[Name of signing agent]
[Signature]
59-6000749
[Fed.Employer ID No.]
Approved as to form and legal sufficiency:
Monroe County Attorney's Office 10-7-2024
163048729.1
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Monroe County, Florida
Fox Rothschild LLP —Engagement Letter
Page 5
Standard Terms of Engagement for Legal Services
Overview it deems efficient.The Firm's billing rates are adjusted from time to time
Any defined term in the Engagement Letter("Letter")shall have the to reflect then current levels of legal experiences,changes in overhead
same definition in the Standard Terms of Engagement("Standard costs,market conditions or other appropriate considerations.
Terms").In the event of a conflict between the provisions in the The Firm typically incurs costs in connection with the Engagement.
Standard Terms and the Letter,the provisions in the Letter shall Client agrees to reimburse the Firm for any costs and expenses incurred
control. in the course ofthe Engagement.
Communications The Firm will issue regular Invoices that detail the fees and costs incurred
Client agrees to be candid and cooperative with the Firm and to in the Engagement.Payment is due upon receipt of invoice.Unpaid
provide the Firm with full,complete,and truthful information.Client will Invoices will accrue interest at the maximum rate permitted by applicable
communicate with the Firm before communicating with any parties, laws.If an Invoice is not timely paid,the Firm may withdraw from the
witnesses,or their counsel,or with any experts or consultants,about Engagement.If necessary,the Firm shall file a motion with the court to
the Engagement. withdraw as counsel in the Engagement and Client shall not oppose said
motion.
Client agrees to inform the Firm,in writing,of any changes in Client's
name,address,telephone number,contact person,or email address. Third-Party Payer
The Firm will endeavor to keep Client informed of the status of the Unless agreed to in writing between Client and the Firm,even though a
Engagement to the extent necessary to enable Client to make third party("Third Party Payor")may have agreed to pay the Invoices
informed decisions. incurred in the Engagement,Client agrees to be ultimately responsible for
Client acknowledges that any opinion or belief that the Firm expresses payment of all Invoices incurred in the Engagement.
from time to time about the Engagement,including various courses of If Client has advised the Firm that a Third Party Payor will be paying some
action and the results that might be anticipated,is intended merelyto or all ofthe Invoices,Client acknowledges that,should Client instruct the
be an expression of opinion based upon information available to the Firm to share confidential information with that Third Party Payor,
Firm at the time and not a promise or guarantee. including Invoices,Client may lose any privileges or protections that may
In order to increase the Firm's efficiency and responsiveness,the Firm apply to that information.
will use state ofthe art communication devices(i.e.,email,document
transfer by computer,wireless telephones,facsimile transfer and other Conflicts of Interest
devices which may be developed in the future).The use of such devices In the Firm's representation of Client in the Engagement,it may be
may place Client's confidences and privileges at risk.However,the Firm necessary for the Firm lawyers to analyze or address their professional
believes that the efficiencies involved in the use ofthese devices duties or responsibilities or those of the Firm,and to consult with the
outweigh the risk of accidental disclosure.Client authorizes the Firm to Firm's General Counsel,or other lawyers,in doing so.To the extent the
use these electronic communication devices. Firm is addressing its duties,obligations or responsibilities to Client in
Affiliations by Client those consultations,it is possible that a conflict of interest might be
deemed to exist as between Client and the Firm.As a condition of the
Client agrees and acknowledges that,unless specifically stated Engagement,Client waives any conflict of interest that might be
otherwise in the Letter,the Engagement is not an agreement by the deemed to arise out of any such consultations.Client further agrees
Firm to represent any of Client's affiliates,subsidiaries,constituents, that these consultations are protected from disclosure by the Firm's
parents or related individuals,officers,directors,partners,members, attorney-client privilege.
shareholders,employees,independent contractors or agents
(collectively,"Affiliates").Client agrees that the Firm's representation of Patent and Intellectual Property Matters
Client in the Engagement does not give rise to an attorney-client If the Engagement concerns patent prosecution,Client agrees and
relationship between the Firm and any of Client's Affiliates.Further,the acknowledges that the Firm will not be responsible for the payment of
Firm's representation of Client in the Engagement will not give rise to maintenance fees and/or patent annuities(collectively,"Patent
any conflict of interest in the event other clients ofthe Firm are adverse Annuities").Client further agrees that Client will handle the payment of
to any of Client's Affiliates. Patent Annuities either directly or through firms that specialize solely in
Estimates the payment of annuities for patent portfolios around the world.If Client
needs assistance in identifying firms that provide such services,the
The fees and costs relating tothe Engagement are not predictable. Firm will provide Client with information upon request.
Accordingly,the Firm has made no commitment to Client concerning the To the extent that the Engagement relates to the defense of Client's
maximum amount offees and costs that will be necessaryto complete intellectual property rights,Client's comprehensive general liability or
the Engagement.Any estimate offees and costs that the Firm and other liability insurance carrier may provide some reimbursement for the
Client may have discussed orally or in writing represents only an Invoices.
estimate of such fees and costs.Client also understands that payment
ofthe Firm's fees and costs is not contingent on the ultimate outcome Protected Health Information
of the Engagement.
Federal and state laws impose duties on both clients and law firms to
Fees and Billing ensure the privacy and security of"protected health information"(PHI),
which broadly includes identifiable health and personal information of
The Firm reserves the right to revise the staffing of the Engagement as July zoza
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Exhibff l
163048729.1
5577
Monroe County, Florida
Fox Rothschild LLP —Engagement Letter
Page 6
individuals.Client should not send or transmit to the Firm any PHI in time.If Client does not request the return of the entire file,it may be sent
any format,whether by hard copy,email,facsimile or other medium, to storage off-site,and thereafter an administrative cost may be charged
unless and until:(i)Client and the Firm have a current,signed to Client for retrieving it from storage.Client is responsible for complying
Business Associate Agreement in place,(ii)the attorney with whom with any records retention obligations that may be applicable to any
Client is working at the Firm has determined that the PHI is needed in record.
connection with the Engagement;(iii)Client has notified the attorney in
advance of the transmission of the PHI;and(iv)the attorney has Under the Firm's Records Retention Policy,as may be modified from
approved the manner by which such PHI will be received by the Firm time-to-time,the Firm may dispose of files as early as seven(7)years
Client must let the Firm know if Client anticipates that the Engagement after a matter is closed.The Firm will send written notice to Client at the
will involve PHI,so that the Firm can take the necessary steps to allow last address in the Firm's records before disposing of any of Client's
its transmission to the Firm. files.It is Client's responsibility to notify the Firm of any changes in
Client's mailing address so that the Firm can properly notify Client.If
Use of Personal Information Client's mailing address is out of date in the Firm's records at the time of
the foregoing notice,Client agrees that the Firm may destroy files that
The Firm gathers and processes personal data pursuant to all Client has not previously requested be returned to Client.
applicable law. The Firm will use personal information that we receive The Firm and Client agree that all original Client-supplied materials and all
services to Client,and to comply with applicable law. During and after
in connection with providing legal vices Client,marketing our lawyer end-product(referred to generally as"client material")are the
t
the Engagement,the Firm may disclose personal information to parties property of the Client.Lawyer end-product includes,for example,final
involved in the work the Firm is performing,opposing parties,arbitration contracts,pleadings,and trust documents.The Firm and Client agree that
panels and courts,and any other reasonably foreseeable entity. lawyer work product,and copies of any electronic discovery documents or
Additionally,the Firm may use third parties,wherever located,to store data,are the property of the Firm.Lawyer work product includes,for
and process personal data received from Client or its agents or other example,drafts,notes,internal memoranda,and electronic files,and
sources. lawyer representation and administration materials,including related
lawyer-client correspondence and conflicts materials.The Firm will
California Consumer Privacy Act assume that Client has a copy of all electronic documents provided to the
Firm by Client or on Client's behalf,and that Client retains in Client's
The California Consumer Privacy Act of 2018(section 1798.100 at records all electronic and physical materials provided to Client in the
seq.,Cal.Civ.Code),as may be amended,as well as regulations that course of the Engagement.All nonpublic information that Client has
may be promulgated thereunder(collectively,"CCPA"),may apply to supplied to the Firm and that the Firm retains will be kept confidential in
the Firm's representation of Client.If applicable,you agree that the Firm accordance with applicable rules of professional responsibility.
is acting as a service provider(as defined in the CCPA).In the course
of representing Client,the Firm may process one or more consumer's Future Changes in the Law
personal information on Client's behalf.The Firm will not disclose, Client acknowledges that, after the Engagement has terminated, the
retain,sell,or use that personal information(as those terms are defined
in the CCPA)for any purpose other than to perform its legal services in Firm has no continuing obligation to advise Client of future legal
the Engagement or as otherwise permitted by the CCPA. developments,unless Client subsequently engages the Firm to do so.
No Tax Advice Severability in Event of Partial Invalidity
Unless specifically stated in the Letter,or in a subsequent written If any provision of the Agreement is held in whole or in part to be
communication between the Firm and Client,the Engagement will not unenforceable for any reason,the remainder of that provision and of the
include providing Client with legal advice pertaining to any federal, entire Agreement will be severable and will remain in effect.If the
state, foreign, or local tax matter or issue, whether or not directly Agreement has been provided to Client in a language other than English,
related to or affected by the legal matters that are part of the the provisions contained in the English version shall control.
Engagement.
Artificial Intelligence
Client's Obligation to Place Insurance Carrier on Notice The Firm believes that the appropriate and responsible use of artificial
If Client has not already done so,Client should put any insurer on intelligence("Al")technology enhances the legal services that we
notice of any claims that have been or could be made in connection provide to our clients.We further believe that the use of AI technology
with the Engagement,so that the insurer cannot take the position that may provide our clients with more accurate,cost-effective,and efficient
notice was given late or that insurer was prejudiced by delay in legal solutions.
providing such notice. We may use Al technology tools provided by third parties that may be pre-
Conclusion of Engagement and Client Files trained and/or pre-trained with supplementary training by the Firm. We
undertake efforts to ensure that bias that is contained in data used for
Unless previously terminated,the attorney-client relationship between supplementary training by the Firm is discovered and removed. Despite
Client and the Firm,related to the Engagement,will terminate when our efforts,just like information contained in academia and media sources
the Firm sends to Client the Firm's final Invoice for services rendered published on the Internet,Wikipedia,and even case law,bias may remain
in the Engagement or when the Firm advises Client that it will no undiscovered and affect the output from Al technology. The Firm is also
longer represent Client in the Engagement. acutely aware that output from Al technology is not a substitute for human
judgement and legal expertise. Our attorneys will continue to provide
Client may terminate the Engagement at any time. The Firm may legal advice and make final decisions on matters based on their
terminate the Engagement subject to applicable ethical and legal experience,knowledge,and legal analysis,all as required pursuant to
requirements. If permission forwithdrawal is required by a court or applicable ethical obligations.Although we may use Al technology to
arbitration panel,the Firm will promptly request such permission and assist us in our work,it will not replace the professional judgment of our
attorneys.
Client agrees not to oppose such request. Client will remain obligated
for any Invoices through the effective date of the termination. If you would like to discuss,encourage,limit,or prohibit the use of Al
technology tools in matters for which the Firm provides you assistance,
Once Client's matter is concluded,the Firm will notify Client,offer to please let the Firm attorney handling the matters know.
return any original material Client provided to the Firm,and close the
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California Colorado Delaware District of Columbia Florida Georgia Illinois Massachusetts Minnesota Missouri
Nevada New Jersey New York North Carolina Oklahoma Pennsylvania South Carolina Texas Washington
Exhrhd 1
163048729.1
5578