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MATTER ENGAGEMENT AGREEMENTN CRISTIN C. KEANE Shareholder 813.229.4211 Direct Dial ckeaneacarltonfields.com April 12, 2023 CITY OF CLEARWATER David Margolis, City Attorney Clearwater City Attorney's Office 600 Cleveland Street, Suite 600 Clearwater, Florida 33755 Re: Tax Matters Dear David: ATTORNEYS AT LAW Corporate Center Three at International Plaza 4221 W. Boy Scout Boulevard !Suite 1000 Tampa, Florida 33607-5780 P.O. Box 32391 Tampa, Florida 33601-3239 813.223.7000 1 fax 813.229.4133 www.carltonfields.com Atlanta Florham Park Hartford Los Angeles Miami New York Orlando Tallahassee Tampa Washington, DC West Palm Beach Via Email: david.maraolisamvclearwater.com Thank you for retaining Carlton Fields. We are grateful for your confidence in our Firm. Our clients expect, and it is our responsibility to provide, a clear statement of our mutual obligations as we work together on your legal matters. This Matter Engagement Agreement, along with the attached Standard Terms and Conditions of Engagement, is intended to fulfill that goal. Please review both carefully, let us know if you have any questions or concerns. Your acceptance of the terms set out in this Matter Engagement Agreement and its attachments may be indicated by either instructing us to move forward with your representation or by a letter or email accepting them. DESIGNATION OF THE CLIENT. For a number of reasons explained in the Standard Terms and Conditions, we must agree precisely who is to be the client, and be advised of any adverse or other parties. We must have an accurate database for conflicts checking, and confusion will delay our getting started on the tasks required. On occasion, we may represent one or more individuals or entities. We will represent more than one client only after it is established that there is no conflict between the clients and all clients agree to be jointly represented by our Firm, and only with terms set out in a Supplemental Agreement. The Client(s) for this Engagement is (are): CITY OF CLEARWATER. SCOPE OF THE ENGAGEMENT. You have retained Carlton Fields to provide the following legal services: advise the City of Clearwater, both informally and through written legal opinions, as to the taxability of various personnel benefits for elected officials, City staff, and former employees. Carlton Fields Carlton Fields practices law in Califomia through Carlton Fields, LLP. CITY OF CLEARWATER April 12, 2023 Page 2 As more fully explained in the Standard Terms and Conditions, a change in the assignment or any additional engagement must be confirmed in writing including any change in the basis of fees that might result from a change in scope. Note: For litigation matters, please refer to the attached Standard Terms and Conditions, page 9, paragraph 11.B. for important document retention instructions. FEES AND COSTS. Before retaining our Firm, our clients are entitled to know and the clients and the Firm must agree to the basis for our charges and their obligations regarding payment. Various alternatives and the obligations for payment are set out in the Standard Terms and Conditions. For this matter, we have agreed to the following basis for fees: We are customarily compensated on an hourly basis for our services. Lowell J. Walters, William G. Najmy and I will be the primary attorneys working on this matter. Mr. Walters' current hourly rate is $700.00, Mr. Najmy's current hourly rate is $385.00, and my current hourly rate is $815.00. However, as a courtesy, I am discounting all our rates 25%. The rates of other attorneys in our firm range currently from $335.00 to $1,300.00 per hour. These rates are periodically adjusted and the rates in effect when services are rendered will be used in preparing our statement. If you have any questions about those adjustments, we will, of course, be happy to discuss them with you. Clients are responsible for costs and disbursements incurred by our firm on the client's behalf. Bills for some third party costs may be transmitted directly to you for payment, and it is expected that these bills will be paid by you upon receipt. Costs and disbursements related to the legal matter must be paid by the client in addition to the agreed upon fees, as set out in the Standard Terms and Conditions. Payment may be made by check or wire transfer. Please refer to the attached Standard Terms and Conditions, page 4, paragraph 3.F. for payment wire transfer instructions. ADVANCE FEE/COST DEPOSIT (which must be paid to the firm's Trust Account). As explained in the Standard Terms and Conditions, we require an Advance Fee Deposit in the amount of $1,500.00. Trust Account wire transfer instructions for the Advance Fee/Cost Deposit are as follows: Bank Name Address City, State, Zip ABA No. SWIFT CODE Account Name Accountholder Address: City, State, Zip Account No. Reference Wells Fargo Bank 100 S. Ashley Dr., Suite 1000 Tampa, FL 33602 121000248 WFBIUS6S Carlton Fields Trust Account 4221 W. Boy Scout Blvd., Suite 1000 Tampa, FL 33607 2146860008502 19233-68901 CITY OF CLEARWATER April 12, 2023 Page 3 As explained, we hold these funds in trust to be applied or returned as set out in the Standard Terms and Conditions. ACH payments will not be accepted for Advance Fee/Cost Deposits. Note: Fee payments should be wired to our General Account. For wire transfer instructions for our General Account, please refer to the attached Standard Terms and Conditions, page 4, paragraph 3.F. We look forward to working with you and meeting your legal needs. If ever you have a question about anything, please call or email me or the lawyer assigned to the matter. Very truly yours, CARLTON FIELDS /s/ Cristin C. Keane By: CCK/dm Enclosures: Standard Terms and Conditions of Engagement Basis of Charges for Ancillary Services eDiscovery Services CRISTIN C. KEANE Legal Services Agreement Carlton Fields 2023 Countersigned: Brian J. Agst, Sr. 9 Mayor Approved as to form: rid David Margolis City Attorney CITY OF CLEARWATER, FLORIDA By: Attest: Jennifer Poirrier City Manager Rosemarie CaII City Clerk CARLTON FIELDS Standard Terms and Conditions of Engagement Carlton Fields' Policy requires a written engagement agreement between the Firm and its client2 for every matter the Firm undertakes. That written agreement may consist of several documents includinq this document and the exchange of emails or letters, which in combination will constitute our written Engagement Letter. This document sets out our standard terms and conditions ("Standard Terms and Conditions") that are an important part of the attorney-client relationship between us. These Standard Terms and Conditions may be an attachment, enclosure, or addendum to, and shall be incorporated by reference into a short form Matter Engagement Agreement (or email) establishing the attorney-client relationship between the client specifically named in such engagement letter and Carlton Fields. Unless modified in writing, by asking the Firm to take any action on a client's behalf, the client agrees to the Engagement Letter including the terms of this document. In the event of any inconsistency between the Matter Engagement Agreement and these Standard Terms and Conditions, the Matter Engagement Agreement will control. 1. Scope of the Engagement. The scope of the engagement — what the Firm has agreed to do for the client and any limitations on that engagement — is memorialized in a letter or email (the "Matter Engagement Agreement"), but also may be further explained or refined in other communications between the Firm and the client ("Supplemental Terms"). The Matter Engagement Agreement and any Supplemental Terms, together with these Standard Terms and Conditions, shall be referred to as the "Engagement Letter." It is important to define the scope of any engagement to avoid any misunderstandings. The scope will affect what the client legitimately expects to receive, the tasks for which the Firm is responsible and the fees for said tasks. For some engagements, we will ask for a Scoping Conference to help us define the work and explore what efficiencies and savings can be achieved. For example, in a litigated matter a client may specify whether the matter is of such importance that every issue should be explored, or in another case, that the matter should be resolved as early as possible with minimal expense. Some limitations on the scope of the engagement are standard and are set out below in section number 6. Any modifications of these Standard Terms and Conditions or of an engagement's scope in general, will be agreed to in writing, or confirmed in writing as part of the Engagement Letter. Changes in the scope of the engagement will affect costs. 2. Who is the Client / Who is Not the Client. It is important for both lawyer and client to understand exactly who the Firm's client is for the specific engagement covered by the Engagement Letter. For individuals, that might be clear. But if the Firm represents a corporation or other legal entity, that representation does not create an attorney-client relationship with the entity's officers, directors, employees, stockholders, or parent, sister or subsidiary corporations, absent agreement. Sometimes, the 1 "Carlton Fields" refers to Carlton Fields, P.A. (or in California to Carlton Fields, LLP) and is also referred to herein as the Firm. "Client" is the specific individual(s) or entity(ies) named in the Engagement Letter, and may be referred to herein as "you." 1 Revised 02.10.23 Firm can represent more than one person (including entities) in a matter, but only after determining that there is no significant divergence in their interests relating to a matter, and each such person must affirmatively consent to any such dual representation. The identity of the client and any multiple representation engagement should be agreed to or confirmed in writing as part of the Engagement Letter. Absent a direct, written attorney-client agreement, no person or entity is entitled to rely on our legal advice or work product. Legal ethics requires the Firm to maintain a database of clients and all parties involved in each transaction or dispute to be able to determine conflicts of interest questions. That is another reason why precision in the names of the clients and adverse parties and any other party to a matter is required and must be updated with any changes. 3. Fees and Costs. We will charge a reasonable fee for our services. Lawyer ethics rules list factors that are considered in arriving at a reasonable fee. They include: (1) the time and labor required, the novelty and difficulty of the questions involved, and the skill requisite to perform the legal service properly; (2) the likelihood that the acceptance of the particular employment will preclude other employment by the lawyer; (3) the fee customarily charged in the locality for similar legal services; (4) the amount involved and the results obtained; (5) the time limitations imposed by the client or by the circumstances; (6) the nature and length of the professional relationship with the client; (7) the experience, reputation, and ability of the lawyer or lawyers performing the services; and (8) whether the fee is fixed, or contingent. A. The Basis for Fees Must be Agreed to in Writing or Confirmed in Writing in Every Matter. There are different approaches that may be agreed to by the client and the Firm: (a) Hourly. In many cases, the Firm's fees are determined on the basis of the number of hours spent by Firm members, associates, paralegals, or legal assistants and other professionals on the matter, at hourly rates established in relation to the experience and skills of the person performing the work. We review our hourly rates and revise them periodically to reflect increased skills, specialties, costs, and other factors. Clients may obtain information about the range of the rates currently in effect from the attorney in charge of the matter. (b) Alternatives to Hourly Fees. In some circumstances, billing arrangements other than hourly can be used -- such as a Fixed Fee, Fixed Fee with Success Bonus, Capped Fee, Monthly/Annual Retainer, or Contingency Fee. When the size, complexity, difficulty, or urgency of a matter, or the particularly good result obtained, or similar factors so dictate, we may increase our fee with your agreement. B. Advance Payment Deposits for Fees and Other Charges. The Firm's policy is to require an advance fee deposit for matters handled on an hourly basis. Advance fee deposits must be remitted by check or wire, and not by ACH. We will hold the advance fee in trust and apply it to the final invoice for the matter. If the client is late in paying earlier invoices, we will apply the advance fee to satisfy those invoices. The client must then restore the advance fee to the original amount, as a condition for our continuing the representation. Otherwise, we reserve the right to terminate the representation at that point, and the client will be obligated to pay any remaining balances of fees and costs still due and owing. Because of the importance of 2 Revised 02.10.23 our year-end accounting (December 31), we reserve the right to apply advance fees to outstanding invoices by year-end. Advance fee deposits are applied first to disbursements and then to fees for legal services on the agreed fee basis. Advance fee deposits are held in a client trust account, until withdrawn. The Firm does not segregate advance payments received from clients nor earn or pay any interest with respect to them. Any interest on a general trust account is paid to a law-related charity. If the Firm's representation is terminated, unless otherwise agreed, any portion of the advance payment not applied by or owed to the Firm for its fees and disbursements will be refunded. For this matter, we ask that you send us an advance fee/cost deposit as set forth in the Matter Engagement Agreement. C. Costs and Disbursements. In addition to our charges for legal services, Clients must pay and will be billed for the costs incurred on their behalf such as filing fees, court reporter charges, out-of- pocket expenditures, travel, including long distance telephone, photocopying, messenger service, computerized research, mailing, express delivery, overtime secretarial charges, bills rendered to the Firm by third -party providers of services, and other expenses. Costs are posted and billed based on standard rates published by the provider or contained in contracts with the Firm. In some cases, the provider may grant volume discounts, which are not substantial in amount and are impossible to predict, and it is not practical to adjust the bill to reflect such discounts. Bills for some third -party costs, including arbitration or mediation costs and expert witness fees, may be transmitted directly to the client for payment, and it is expected that these bills will be paid by the client upon receipt. D. Frequency of Billing. Statements for services and disbursements are generally rendered monthly. In some fixed fee matters, clients pay an agreed amount per month without separate bills. In certain transactional matters, the Firm may render a statement upon the completion of the transaction or, if the transaction is not completed, at the time such work is completed. Details must be covered in the Engagement Letter, either in the Matter Engagement Agreement or by separate email. E. Payment Terms. All statements for professional fees, other charges, and disbursements are due upon receipt. The Firm reserves the right to terminate its services if statements are not paid when due. Termination will not discharge the obligation to pay the Firm all amounts owed. Because it is important to resolve any questions about a bill while memories are still fresh, each invoice must be reviewed and any questions raised within 15 days of receipt, or any issue will be deemed waived and the invoice agreed to. Any invoice for which payment has not been received within 35 days of invoice date will bear interest at the statutory or code rate for the jurisdiction of our office where the engagement originated, as of January 1 of the year of the engagement. The per annum interest rates for the current year are: California — 7%; Connecticut — 8%; Florida — 5.52%; Georgia — 7%; New Jersey — 6%; New York — 9%; and Washington, 3 Revised 02.10.23 D.C. — 6%. Year-end bills rendered by December 8 must be paid no later than December 21. F. For Fee Payments. Payment may be made by check or wire transfer. Wire Transfer instructions for Fees and Costs payments are as follows: Bank Name: Wells Fargo Bank Address: 100 S. Ashley Dr., Suite 1000 City, State: Tampa, FL 33602 ABA No.: 121000248 (for wires); 063107513 (for ACH) SWIFT CODE: WFBIUS6S Account Name: Carlton Fields, P.A. General Account Account No.: 2090002334575 Reference: (Please reference your Client/Matter number or Invoice #) NOTE: Advance Fee/Cost Deposits are paid to the Firm's trust account in the city where the Carlton Fields office is located. Please refer to the Engagement Letter or request this information from your Attorney or his/her legal administrative assistant. G. Fees Assessed Against an Adversary. If this matter is one where a contract, statute or code provides for prevailing party attorneys' fees, you agree that the fees for this matter will be the greater of the fees as calculated in the Matter Engagement Agreement or the fees awarded under the contract, statute, code, or otherwise, either by the court or in settlement, to be paid by the opposing party or parties. 4. Lawyer Responsibilities. The Firm and its lawyers undertake to represent or advise you in compliance with all professional standards in the engagement. In doing so: A. Communications. We will keep you reasonably advised in the matter. If at any time you have questions or need an update, call or email us. B. Confidentiality and Privilege. When a client communicates with a lawyer concerning legal advice, the communication is privileged; meaning that the lawyer cannot be forced to disclose those communications to another but must keep them secret, except in rare circumstances. But a client (not the lawyer) waives that privilege if the client itself discloses to a third person what the lawyer or the client said or communicated to each other. For that reason, if you expect the communications between you and us about legal matters to remain protected, do not talk about them to others. In addition to privileged communications, you can expect that the lawyer will not disclose a client's business to others. 4 Revised 02.10.23 C. Opinions and Evaluations. From time to time during the progress of a matter, the lawyer may express an opinion or give an assessment of the possible outcome of the matter. A lawyer is not a guarantor of an outcome, and the lawyer's evaluation is not a guarantee. Many factors beyond the control of the lawyer or client may determine the outcome of a dispute or a transaction, and a lawyer's duty is to help the client evaluate possibilities and risks. A lawyer's job is to apply professional judgment to the facts as known, and to advocate for the client's interest, but he or she cannot guarantee that an opponent, judge or a jury will agree with positions advocated. No client should treat an evaluation or a strategy discussion as such a guarantee. D. Transactional Matters. If our Firm is representing the client in connection with the negotiation and preparation of documents with respect to a business transaction or extraordinary corporate transaction with another party, our attorney's role, subject to any limitations stated in the Engagement Letter, is to guide you with respect to the legal issues involved and not to provide any financial or business advice. Our lawyers are legal advisors and not business advisors. We will not provide you with any advice as to the financial or business aspects of these matters. E. Efficiency. We will make good faith efforts to be efficient in our service. In hourly fee matters, that will include the allocation of work among senior and junior attorneys (or paralegals, where appropriate) to maintain high quality service at a reasonable cost. To the extent practicable and consistent with our professional responsibilities, we will accommodate your wishes about staffing this case. In litigated matters for an hourly fee, we will, at your request, provide a budget, which we will update as the project unfolds. You must be aware that many factors beyond our control affect the time required to handle matters, particularly the approach and behavior of the adverse parties in litigation. For that reason, budgets and estimates are likely to change. Budgets and estimates in hourly fee engagements are not binding caps on our reasonable fees. 5. Client Responsibilities. Among the responsibilities of any Client in an attorney-client relationship, including this one, are the following: A. Meet fee obligations. As stated above, you must promptly review our invoices and pay them as agreed. B. Complete Information. You must be truthful, complete, and accurate in informing us of the facts surrounding the matter so that we can properly analyze the legal issues and advise you. Remember that your communication to us concerning the representation is privileged, and will be held in confidence. If you are worried about a fact or circumstance or issue, tell us and we will address it. The law establishes this privilege to assure that a client can give complete and candid information to his lawyer. Unless we have a complete understanding of the problems and the client's concerns, we cannot do the best job of 5 Revised 02.10.23 advising or protecting a client's interest. Only if we know of a problem fact can we advise on minimizing its importance. And neither you nor we can misrepresent a fact to a court or agency or opponent. C. Communications. (a) Client role in protecting the attorney-client privilege. While communications about legal advice between lawyer and client are privileged, as described above, a client will waive the privilege if he tells another person what was said in confidence to his lawyer or the lawyer said to him. It is the client's responsibility to keep that secret unless he specifically wants to lose the privilege. (b) Electronic communications. Both you and the Firm will likely use electronic communications (such as unencrypted wired or wireless e-mail, cellular telephones, voice over Internet, electronic data/document websites, and other state of the art technology) to communicate and to send or make available documents. Although there is always some risk that another may "hack into" or otherwise access confidential communications, we believe and, by agreeing to the Engagement Letter, you agree that the benefits of using this technology outweigh the risk of accidental disclosure. We have policies and systems in place designed to make our electronic communications with you reasonably secure. It is equally important that you also communicate with us in a manner that reasonably protects the confidentiality of information we share and any attorney-client privilege. You should not use any computers or other electronic devices, networks, or Internet addresses that are owned, controlled, or may be accessed by others, including your employer, a hotel, library or Internet cafe, or a shared home computer, to send or receive confidential information to or from us. Any device you use should be password protected and not accessible for use by any third party. (c) Client decisions. Certain decisions belong exclusively to the client. Settlement decisions, budget decisions, risk decisions, and the objectives of the representation are among them. The lawyer may advise, analyze and recommend, but the client owns the matter and must make the business and risk decisions. For that reason, you agree that you will make those decisions timely when presented, and you must keep us informed of your contact information, so that we may reach you when a consultation is necessary. 6. Limitations on the Scope of the Engagement. What the Firm undertakes to do and what the client has engaged the Firm to do is described in the scope of the Engagement Letter. Clients should not assume that other tasks or subjects are covered, and they are not unless the additional service(s) are agreed to in writing (including a Supplemental Matter Engagement Agreement by exchange of emails). In particular: A. Insurance. It is important that a client consider the possibility that insurance is available in any matter where the client has been damaged or the client is accused of having damaged another. But this is not the Firm's responsibility to explore. Usually, the client's insurance broker or in-house insurance department is the professional better suited to that determination. The Firm does have lawyers who specialize in insurance issues, but (1) those specialists are not usually the lawyers assigned to the matter itself, and (2) the Firm represents many insurance companies and would 6 Revised 02.10.23 have to both complete a new conflicts check and agree to an engagement to analyze or resolve a dispute about an insurance policy. Accordingly, unless otherwise provided in the Engagement Letter, our Firm will not be providing guidance as to such matters. B. Trademarks, Business Licenses, Leases, Employment Agreements, etc. Unless the Engagement Letter specifically provides for doing so, the engagement will not cover matters incidental to your business or matters such as trademark advice and registration, other intellectual property matters, business licenses, employment agreements, securities or tax law advice, lease review, sales or distribution contracts or other business forms or documents. If the client wants such services, it will require separate Matter Engagement Agreements, and most likely lawyers from different specialties. C. Business, Marketing or Other Advice. Unless otherwise specifically agreed to in the Engagement Letter we are legal advisors and not business advisors, public relations experts or marketing advisors, investment advisors or accountants. We do not investigate for you the reputation and character of opposing parties, or introduce you to or solicit investors. In Securities law matters, our services will exclude business plans, economic reports or other factual statements, but is confined to regulatory and legal advice. D. Environmental. Unless specifically covered in writing in an engagement letter, the Firm will not review environmental due diligence documents (including without limitation Phase I or II Environmental Assessment reports) in conjunction with representation in a transaction, or otherwise evaluate legal risk posed by matters disclosed in such reports. E. Effect on Other Aspects of Client Business. Like the above, Clients should remember that certain actions may have effects on other aspects of their business. Unless the Engagement Letter specifically provides, the Firm will not examine other Client obligations such as tax positions, franchise provisions, financing arrangements, and lending agreements or other contracts to determine if they may be affected by the action Client has engaged the Firm to do. We recommend that Client review such matters internally or with its other advisors or counterparties. If Client does desire the Firm's advice on such matters, it must be confirmed in another Engagement Letter or a writing amending an existing one. 7. Common Variances from Client Outside Counsel Guidelines. For institutional clients who publish Outside Counsel Guidelines, we will defer to provisions in those Guidelines that conflict with these Standard Terms and Conditions, unless we negotiate changes to the Guidelines. The following are the basis of frequently negotiated changes: A. Carlton Fields is Not Organized in the Pyramid Model that Many Firms are, with a Few Partners at Top and a Large Number of Associates. 7 Revised 02.10.23 Approximately 2/3 of Carlton Fields lawyers are shareholders; all shareholders have equal shares. For that reason, instructions that some clients give, such as to assign no more than one partner, one associate, and one paralegal to the file, is neither workable nor in the best interest of the client. We staff matters at appropriate levels of junior and senior lawyers and paralegals, and are able to achieve efficient and appropriate staffing levels often preferable to another model. B. Internal Consultations. Carlton Fields has consciously striven to organize the Firm around specialties and to achieve a culture of teamwork and cooperation and to treat all clients as clients of the Firm rather than of any individual lawyer. In that context, client directives that require advance client permission before consulting with a lawyer outside the core team will promote inefficiency and increase expense. Calling an associate who happens to be an e -discovery wizard for a quick consultation can save hours. That efficiency is eroded if it requires a scheduled call with the client and delay on the project until that call takes place. Similarly, if an issue of privilege or a substantive issue arises in which the Firm's recognized expert should be consulted by a careful lawyer, an impediment to that diminishes efficiency, and if it is not compensable, raises overhead. The Firm expects clients to understand these realities. Instead of advance permission, we propose in any hourly billing matter to record in the time entry the reason for the consult and why the consultation was desirable. C. Indemnity Provisions. A few Outside Counsel Guidelines contain indemnity provisions that may be suitable in the case of some vendors supplying goods or constructing improvements, but are not appropriate to an attorney-client relationship. The Firm is well insured to protect itself and its clients against damages legally caused by the Firm's fault but the Firm cannot buy insurance for contractually undertaken promises, and is not responsible for paying for expense or defense of baseless claims by third parties or other obligations beyond those imposed by law, and is not obligated to persons other than the client. A lawyer is not a guarantor, let alone an insurer, and the Firm will generally not agree to indemnity provisions. 8. Multiple Representation. A lawyer should represent more than one client in a matter only in limited situations and with full understanding and agreement of all clients. In general, a law firm MAY be able to represent more than one client if they are "in the same boat" — for example, being sued for the same facts and have the same defenses, or asserting a joint right; or an employer and employee being sued for the act of the employee when there is no question that the employee was on the job and pursuing his/her assigned duties. On the other hand, a lawyer should never represent both sides to a negotiation that is inherently antagonistic (e.g., Buyer/Seller) even if both parties are friendly. If this engagement involves a request for multiple representation, a more specific disclosure, discussion, waivers, and agreement will be required as a part of the Engagement Letter. 9. Termination. A client has the right to terminate an engagement with a law firm without cause, although the client may have to fulfill obligations for fees already earned. A lawyer may terminate an engagement for cause, including the client's failure to live up to its obligations or because the 8 Revised 02.10.23 client's choices or directions are unwise, or for other reasons specified in the Rules of Professional Conduct. Absent such an early termination, our engagement for this matter will terminate, and the attorney-client relationship for this matter will end, when the Firm sends you its final bill in the matter, when the Firm sends you an email or letter confirming the conclusion of the matter, or when no activity has been recorded on the matter for one year. 10. Conflicts and Conflict Waivers. A 'conflict of interest' in the broader sense occurs where a person's performance of his/her duty to one person might be influenced by a self-interest or a temptation to consider his/her duty to a different person, such that judgment might be affected. That concept has been codified in certain of the Rules of Professional Conduct governing lawyers. Those rules are slightly different in different states. In most jurisdictions (1) a lawyer cannot (without the informed consent of both clients) represent one client directly adverse to another client in a dispute or a negotiation, even if the two matters are completely unrelated; and (2) if one lawyer is disqualified, so is the whole firm. These rules originated when law firms were small and local. The first 100 lawyer firm in the US was in 1960, and still a single office. Most states now permit this kind of conflict involving unrelated matters to be resolved by (1) screening the individual lawyers involved in each of the matters from any access to the other matter; and (2) notice to both clients. Some still give each client a veto power over the ability of the other client to hire the separate lawyers in the firm, even where the two matters are sited in different states, with different practice areas and no danger of disloyalty on the part of any individual. The Firm consists of more than 300 lawyers in 11 offices in 6 states and the District of Columbia. Many firms of our size demand an advance waiver of conflicts on certain conditions. Instead, we ask that our clients promise to consider all requests for conflict waivers on their merits, and not deny such request just because the law in that state permits them to do so. We will not ask for a conflict waiver if we are not confident that all your confidences will be protected and that there will be no adverse effect on the matter(s) we are handling for you. We will explain our analysis and your options when and if such a situation arises. 11. Document Retention. A. Your Documents Submitted to Us. We will return any original documents you submit to us after they are no longer needed for the representation. After the matter is concluded, we review our files for such original documents and then return them. Nevertheless, please keep copies of original documents you send us. B. Your Documents Relating to the Matter. If this is a matter in litigation, or as to which litigation is anticipated, PLEASE DO NOT DESTROY any document or physical thing connected in any way with the dispute. If you have a program of regularly destroying old documents, please suspend it with respect to documents that might be associated with the matter. This also applies to electronic records, e-mails, and the like. We will discuss this subject with you at greater length, but recent developments in the law have made the matter of document preservation important, with severe penalties for destroying evidence. C. Our Document Retention. After a matter is concluded, our policy is to (1) return original client documents; (2) destroy duplicates, drafts, non-essential or interim pleadings, depositions, transcripts, discovery, incidental correspondence, and the like; (3) either (i) digitally reproduce the remaining documents and destroy physical copies, or (ii) store the remaining file at a 9 Revised 02.10.23 secure off-site facility for 6 years; and (4) destroy the file in compliance with State requirements or other agreement with no further notice. Please let us know if you want us to deliver any part of the file to you after the matter is concluded. 12. Arbitration of Fee Disputes. In some states, you have a right to have any fee dispute with your lawyer arbitrated by a free service offered by the Bar Association, and the lawyer cannot refuse. In other states, such an arbitration service is offered, but both the lawyer and the client must agree. In those states that have voluntary arbitration of fee disputes, the Firm hereby consents to the procedure. Some states require specific language in some or all engagement agreements: A. New York. In the event that there is a fee dispute between the parties to this agreement, you may have the right to arbitrate or mediate such dispute. In particular, under relevant New York Rules and Regulations (Part 137 of the Rules of the Chief Administrator of the Court in New York), you may arbitrate a fee dispute if the amount in controversy is between $1,000.00 and $50,000.00. Such arbitration will be held before the New York State Fee Dispute Resolution Program and the decision reached in that arbitration will be binding upon both parties, unless either party seeks a trial within 30 days of the date that the arbitration decision is rendered. At your request, we will provide you with the forms necessary to commence an arbitration proceeding under the relevant Rules and Regulations. B. California. Any dispute between us as to our attorneys' fees and/or costs charged under this agreement shall be resolved as follows. We will provide you with written notice of your right to arbitrate the fee dispute under the mandatory fee arbitration provisions of the California State Bar Act (Business & Professions Code Section 6200 et seq.). At that time, you may enter into an agreement with us that the arbitration will be binding or that the dispute will ultimately be resolved by another form of binding arbitration. 13. Local Counsel Engagements. The Firm is often asked to serve as part of a team in national litigation where the client has hired another law firm to be its primary counsel or national coordinating counsel. Rule 11 of the Federal Rules of Civil Procedure and the Rules of Professional Conduct and various local rules have placed upon a law firm which serves as local counsel a continuing responsibility to conduct a reasonable inquiry to ensure that litigation is not frivolous or unreasonable and that the pleadings are well-grounded in fact and warranted by existing law or by a good faith argument for the extension, modification or reversal of existing law. Carlton Fields accordingly reserves the right to undertake activities or investigation deemed appropriate to comply with those responsibilities. All pleadings and other documents prepared by lead counsel for Carlton Fields to sign or file should be furnished with sufficient detail and allowance of time for this review. 14. Corporate Transparency Act. To the extent that the Corporate Transparency Act, Pub. L. No. PL 116-283, tit. LXIV, § 6401, 116 Stat. 1217 (2021), as may be amended, as well as all regulations that may be promulgated thereunder ("CTA"), applies to you as a reporting company, you may have the obligation to file a report with the U.S. Treasury Department's Financial Crimes Enforcement 10 Revised 02.10.23 Network ("FinCen"). The report requires the following information: (a) full legal name, (b) date of birth, (c) current, as of the date on which the report is delivered, residential or business street address, and (d) the unique identifying number from an acceptable identification document or a FinCEN identifier issued in accordance with the CTA for each beneficial owner or applicant. If our Firm's representation includes advising you on the FinCen reporting requirements, our Firm will assist you in preparing the applicable FinCen forms and counsel you on the filing requirements. If our Firm's representation includes preparing company formation documents, our Firm will assist you in drafting your formation documents; provided, however, our Firm will refrain from executing or filing your formation documents. It is our Firm's policy that you or your representative(s) sign the formation documents and either file them with the relevant governmental entity or direct a filing agency to file them on your behalf. 15. California Consumer Privacy Act Disclosure. To the extent that the California Consumer Privacy Act, sections 1798.100 to 1798.199, Cal. Civ. Code (2018), as may be amended, as well as all regulations that may be promulgated thereunder ("CCPA"), applies to our Firm's representation of you in this matter, the Firm is acting as a Service Provider as defined in the CCPA. In that regard, pursuant to this engagement letter, the Firm is performing legal services on behalf of you and may, in the course of this representation, process consumers' personal information on your behalf. The Firm will not retain, use, sell, or disclose that personal information, as those terms may be defined in the CCPA, for any purpose other than to perform its legal services in this matter or as otherwise permitted by the CCPA. 16. Services Available Besides Legal Services. There are some services available at Carlton Fields other than legal services, some offered by Carlton Fields, and some offered by Carlton Fields subsidiary entities. A. Lobbying Services. Carlton Fields represents clients before legislative and executive government agencies in State, Federal, and local matters. Those services are performed not only by lawyers registered with such bodies as lobbyists, but by our Government Consultants with backgrounds with various agencies and in relevant technical fields. The distinctions will be explained in an Engagement Letter for Lobbying Services, but among them is that communications may not be privileged, as the attorney-client privilege applies only to communications between lawyer and client regarding legal advice. In all other respects, our lobbyists comply with the confidentiality and other Rules of Professional Conduct. B. Digital Document Hosting and Other Technology Services. These are described in a separate enclosure. C. Carlton Fields Consultancies. The Firm has established certain subsidiary entities that offer expert services (other than legal services) in certain fields. Those services are available only under separate written agreements with one of those consultancies. 11 Revised 02.10.23 BASIS OF CHARGES FOR ANCILLARY SERVICES January 1, 2023 COMPUTER RESEARCH (Includes Westlaw, Lexis and All Other On -Line Computer Searches) LITIGATION SUPPORT SECRETARIAL/WORD PROCESSING OVERTIME POSTAGE FEDERAL EXPRESS/UPS MILEAGE REIMBURSEMENT FAX TRANSMISSIONS TELEPHONE CHARGES REPROGRAPHIC SERVICES OUT-OF-POCKET COSTS Standard Lexis, Westlaw rates without markup Please refer to the attached Practice Technology Cost sheet $ 40 per Hour Actual Cost Actual Cost 65.5 cents per mile (Will change as the IRS changes the amount of the allowable mileage reimbursement) $ .20 per page for outgoing faxes plus the cost of any long distance phone call Clients are billed for the actual cost of long distance calls. Cellular phone calls are billed at $ .20 per minute. Clients will be charged $ .20 per copy for routine reproduction services and $.50 per copy for color reproduction services. Clients are requested to provide a cost retainer to cover estimated out-of-pocket costs which may be incurred by the Firm during the representation. CARLTON FIELDS E -DISCOVERY SERVICES Carlton Fields uses Relativity as our e -discovery document review platform. Relativity is the market leader in this space, which confers the advantage of being a familiar tool to the widest array of document reviewers among- law firms. corporate clients, and contract document reviewers. However, we distinguish ourselves from third -party Relativity vendors in several ways: A simplified► intuitive pricing erode( Canton Fields employs a very simple pricing model, which gives our charts access 1D Cher data In Relativity al one of lire most competitive rates on the market Out pricing structure is very predictable, and is designed to eliminate surprise charges and encourage the use of time -saving tools eke advanced analytics. 0111 Unlimited use of analytics We want you to make the best and most efficient decisions when considenng the handling of your matter. This includes leveraging time -saving features such as emad threading, Technology Assisted Review, Continuous Active Learning, and more We provide Mese tools at no additional cost so that you can take advantage of the latest advances in e -discovery without worrying about whether or not the lime savings justifies the expense A secure ue environment tor your dela Carlton Fields recognizes prow Important safeguarding your data a to your continued success as a business. We otter an ISO 27001 cerbfted environment in every Carlton Fields office in an effort to protect your data. Addtdonally, we typicaty handle the entirety of our e•discovery efforts wenn our own environment so your data stays with Carlton Fields rather than being shared with multiple e -discovery vendors This significantly reduces the possibility of any data - related security incidents A surprise -free experience Surprises in the e -discovery arena are genera 1y unwelcome. especialy when d comes to the bit. in an effort to make bila more predictable, we have eliminated charges for many services that are typlcaty imposed by other vendors. This includes derns *e Optical Character RecoQnl ton (OCR), production branding, Ealy Case Assessment (ECA) data cueing. and Tagged Image File Format (TIFF) conversion. gigAccess for those outside the firm Relativity can be easily accessed from any device that has internal access This allows us to extend access to clients, experts. co-cohrhsel, and opposing counsel as needed. Security can be configured to give each party Its own secure work environment upon request, which can be particutarby helpful when dealing with multiple co -defense firms. This eliminates the need for each party to establish as own review databases in separate environments. thus reducing the overaa cost We tib the rest, tool In addition to the above items which distinguish us from turd -party vendors, it's important to note that we provide at of the standard services as wet, inducting consulting on best practices. providing user support search construction, running productions, and more Monthly Data Hosting Pre -Processing icullingl Data Processing. User Licenses S5 GB No charge S40/GB $180 nxantn for non -Carlton Fields users Project Managerient S280i hour 10.14.21 $52.5Q.;:><'mbL Q[