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Lewis Brisbois Bisgaard & Smith - Cyber AttackLEWIS BRISBOIS LEWIS BRISBOIS BISGAARD & SMITH LLP October 28, 2019 VIA EMAIL India Riedel, Financial Director City of Okeechobee 55 South East 3rd Ave Okeechobee, FL 34974 Email: iriedelgcityofokeechobee.com Re: Engagement Letter Dear Ms. Riedel: Sean B. Hoar 888 SW Fifth Avenue, Suite 900 Portland, Oregon 97204-2025 Sean.Hoar@lewisbrisbois.com Direct: 971.712.2795 File No. new The purpose of this correspondence is to, upon execution: 1) establish an attorney client relationship between Lewis Brisbois Bisgaard & Smith LLP ("LBBS" or "the Firm") and City of Okeechobee ("City of Okeechobee"); 2) define the scope of the Firm's representation of City of Okeechobee; and 3) establish other material terms and conditions of the representation, including but not limited to the financial terms. Scope of Engagement. LBBS is to represent City of Okeechobee in connection with an information security incident. This may involve the facilitation of a forensics investigation, an assessment of your consumer and regulatory notification obligations and, if necessary, drafting of notification letters to affected consumers and appropriate regulators, facilitation of remediation services like credit monitoring or identity monitoring for affected consumers, and interfacing with regulators. This letter confirms LBBS' representation of City of Okeechobee for these purposes. Terms of Engagement. When undertaking representation, we think it is critical that our clients and the firm share the same understanding of the attorney-client relationship. To that end, I am enclosing a copy of our "Standard Terms of Engagement for Legal Services" brochure, which describes in greater detail the basis on which we provide legal services to our clients. As supplemented by this letter, the "Standard Terms of Engagement for Legal Services" comprises our engagement agreement. Therefore, I ask that you review it carefully and contact me promptly if you have any questions about our relationship. Unless later varied, our engagement agreement will also apply to any subsequent matters we handle for you. Legal Fees. Fees for services are based on a variety of factors including, for example, time and effort involved, the experience of those doing the work, the complexity of the matter and the amount involved. Of these and other considerations, the time devoted and the experience of those providing the services will be given the most weight. Our hourly rates as authorized by your cyber insurance carrier, Great American Insurance Group, will be $350 for partners, $250 for associates, and $175 for paralegals. ARIZONA • CALIFORNIA • COLORADO • CONNECTICUT • FLORIDA • GEORGIA ILLINOIS • INDIANA • KANSAS KENTUCKY LOUISIANA • MARYLAND MASSACHUSETTS • MISSOURI • NEVADA NEW JERSEY • NEW MEXICO NEW YORK NORTH CAROLINA • OHIO OREGON • PENNSYLVANIA • RHODE ISLAND TEXAS • WASHINGTON • WEST VIRGINIA 4848-3450-9227.1 India Riedel/ City of Okeechobee October 28, 2019 Page 2 Advance Fee Deposit. No retainer is being requested at this time. However, if our legal fees are not paid in a timely manner, we may request that you provide an advance fee deposit equal to the outstanding legal fees. If that occurs, the advance fee deposit will be placed in a trust account for your benefit. Unless otherwise agreed, the advance fee deposit will be credited toward your unpaid invoices, if any, at the conclusion of services. At the conclusion of our legal representation or at such time as the deposit is unnecessary any remaining balance will be returned to you. If the advance fee deposit proves insufficient to cover current expenses and fees on at least a two-month basis, it may have to be increased. Attorney -Client Privilege. Please be aware that many communications between you and our lawyers and others from the firm are protected by the attorney-client privilege. Although we do not, as a matter of course, stamp all communications "Attorney -Client Work Product and Privileged," you should treat them as such. Any privileged information between us should be protected from inadvertent or intentional disclosure to third parties. Such disclosure may waive the attorney-client privilege. This admonition includes our billing statements, which may contain references to or summarize legal advice we have provided to you. Communication. We believe very strongly in maintaining an open line of communication with each other at all times. This allows us to better serve you and keep you fully informed regarding the status of the work we are performing on your behalf. For example, we will provide you with copies of all correspondence in connection with your file. Our normal office hours are Monday — Friday, 7:30 a.m. to 5:30 p.m. I can be reached directly at any time on either my office number, 971.712.2795, or my cell phone number, 503.459.7707. I hope the information contained in this letter is helpful. I am pleased that you are entrusting your work to us, and we will do our best to provide you with prompt, high quality, cost-effective legal counsel. Please feel free to call me should you ever have any questions or concerns. Very truly yours, —7,-4 LEWIS BRISBOIS BISGAARD & SMITH LLP Accepted and agreed to by: Name (signature): Name (printed): DOWLING R. WATFORD, JR. Title: MAYOR Enclosed: "Standard Terms of Engagement "for Legal',$ rvices" AT T: Lane Gamioteaj,GMC, City lerk LEWIS BRISBOIS BISGAARD & SMITH LLP www.lewisbrisbois.com 4848-3450-9227.1 r LEWIS BRISBOIS Standard Terms of Engagement for Legal Services This statement sets forth the standard terms of our engagement as your lawyers. Unless modified in writing by mutual agreement or superseded by contrary controlling law, these terms will be an integral part of our agreement with you. Therefore, we ask that you review this statement carefully and contact us promptly if you have any questions. We suggest that you retain this statement in your file. When the terms "firm, "our," "us," and "we" are used below, they refer to Lewis Brisbois Bisgaard & Smith LLP. The Scope of Our Work You should have a clear understanding of the legal services we will provide. Our firm will provide the services requested, keep you informed of developments and progress in the matter, and respond promptly to your inquiries. You agree to be truthful and cooperative and apprise us of all developments relating to your needs and our services, to be available to attend all requested appearances and depositions, settlement negotiations or court appearances, to attend meetings when requested by us, and to keep us apprised of any change in address or telephone numbers. Any expressions on our part concerning the outcome of your legal matters are expressions of our professional judgment, but are not guarantees. Such opinions are necessarily limited by our knowledge of the facts and are based on the state of the law at the time they are expressed. It is our policy that our client is the person or entity identified in our engagement letter and does not include any affiliates or constituents of such person or entity (e.g., if you are a corporation or partnership, any parents, subsidiaries, employees, officers, directors, shareholders or partners of the corporation or partnership, or commonly owned corporations or partnerships; or, if you are a trade association, any members of the trade association), whether or not any such affiliate or constituent is operationally integrated with the person or entity identified in our engagement letter as our client. Preservation of Documents, Including Electronically Stored Information You are generally required by law to retain documents, including electronically stored information ("ESI"), which may be relevant to the matter which is the subject of the representation. Preservation of documents including ESI is your responsibility, and it is important that you take all necessary and reasonable steps to preserve this information. We can provide written document preservation directives or "legal holds" if they would be of assistance. We are also available to discuss the scope of your obligations and to provide advice or recommendations in this regard. Consent to Electronic Communications In order to increase our efficiency and responsiveness, we endeavor to use state of the art communication devices (e.g. email, document transfer by computer, wireless telephones, facsimile transfer and other devices which may develop in the future). The use of such devices under current technology may place your confidences and privileges at risk. However, we believe that the efficiencies involved in the use of these devices outweigh the risk of accidental 4818-7501-7806.1 1 disclosure. By agreeing to these terms you consent to the use of these electronic communication devices. Consent to In -House Attorney -Client Privilege From time to time questions arise as to our duties under the professional conduct rules that apply to lawyers. These might include, for example, conflict of interest issues, and could even include issues raised because of a dispute between us and a client over the handling of a matter. When such issues arise we often seek the advice of our General Counsel who has been given the responsibility within the firm for providing advice in matters involving professional conduct. We consider such consultations to be attorney-client privileged conversations between firm personnel and the counsel for the firm. In recent years, however, there have been a few court decisions indicating that under some circumstances such conversations involve a conflict of interest between the client and the firm and that our consultation with the firm's counsel may not be privileged, unless we either withdraw from the representation of the client or obtain the client's consent to consult with the firm's counsel. We believe that it is in our clients' interest, as well as the firm's interest, that, in the event legal ethics or related issues arise during a representation, we are able to promptly and confidentially obtain advice regarding our obligations. Accordingly, you agree that if we determine in our own discretion during the course of the representation that it is appropriate to consult with our firm counsel (either the firm's internal counsel or, if we choose, outside counsel) we have your consent to do so and that our contemporaneous representation of you shall not result in a waiver or invalidation of any attorney-client privilege that the firm has to protect the confidentiality of our communications with counsel. Who Will Provide the Legal Services Customarily, each client of the firm is served by a principal attorney contact. The principal attorney should be someone in whom you have confidence and with whom you enjoy working. You are free to request a change of principal attorney at any time. Subject to the supervisory role of the principal attorney, your work or parts of it may be performed by other lawyers and legal assistants in the firm. Such delegation may be for the purpose of involving lawyers or legal assistants with special expertise in a given area, or lawyers who are licensed in a state in which a particular issue arises, or for the purpose of providing services on an efficient and timely basis. Whenever practicable, we will advise you of the names of those attorneys and legal assistants who work on your matters. How Fees Will Be Set In determining the amount to be charged for the legal services we provide to you we will consider: ■ The time and effort required, the novelty and complexity of the issues presented, and the skill required to perform the legal services promptly; ■ The fees customarily charged in the community for similar services and the value of the services to you; ■ The amount of money or value of property involved and the results obtained; ■ The time constraints imposed by you as our client and other circumstances, such as an emergency closing, the need for injunctive relief from court, or substantial disruption of other office business; ■ The nature and longevity of our professional relationship with you; 4818-7501-7806.1 2 The experience, reputation and expertise of the lawyers performing the services; and The extent to which office procedures and systems have produced a high-quality product efficiently. Among these factors, the time and effort required are typically weighted most heavily. We will keep accurate records of the time we devote to your work, including conferences (both in person and over the telephone), negotiations, factual and legal research and analysis, document preparation and revision, travel on your behalf, and other related matters. We record our time in units of tenths of an hour. The hourly rates of our lawyers and legal assistants have an important bearing on the fees we charge. These rates are adjusted periodically to reflect current levels of legal experience, changes in overhead costs, and other market factors. These hourly rates may vary, depending on the client, the nature of the matters involved, or other circumstances. We are sometimes requested to estimate the amount of fees and costs likely to be incurred in connection with a particular matter. Whenever possible, we will furnish such an estimate based upon our professional judgment, but always with a clear understanding that it is not a maximum or fixed -fee quotation. The ultimate cost frequently is more or less than the amount estimated. For certain well-defined services (for example, a simple business incorporation), upon request, we may quote a flat fee. It is our policy not to accept representation on a flat -fee basis except in such defined -service areas or pursuant to a special arrangement tailored to the needs of a particular client. Any flat fee arrangement will be expressed in a letter or an email message that sets forth both the amount of the fee and the scope of the services to be provided. In undertaking representation of a client with a personal injury or wrongful death claim or certain other matters, we will, in appropriate circumstances, provide legal services on a contingent fee basis. Any such contingent fee arrangement must be reflected in a written contingent fee agreement. Additional Charges/Third Party Services Typically, we will charge our clients not only for legal services rendered, and for our out-of-pocket expenses incurred, but also for other ancillary services provided. Examples include charges for in-house messenger deliveries, computerized research services, the use of our facsimile and photocopy machines, discovery data handling and hosting and litigation support services. While our charges for these services are measured by use, they do not, in all instances, reflect our actual out-of-pocket costs. For many of these items, the true cost of providing the service is difficult to establish. While we are constantly striving to maintain these charges at rates which are the same as or lower than those maintained by others in our markets, in some instances, the amounts charged exceed the actual costs to the firm. We would be pleased to discuss the specific schedule of charges for these additional services and to answer any questions. In some situations we can arrange for these ancillary services to be provided by third parties with direct billing to you. This often occurs with certain third party services facilitated by us, such as forensic or other technology services. We can advance routine expenses for individual items that cost less than $1,000 but will refer items that cost more directly to you for payment. In the event third party services are engaged by us, on your behalf and with your written approval, you agree to pay an outside vendor invoice directly, and if you fail to do so, you agree to defend and indemnify us with respect to any claim, demands or suit brought against us as a result of your 4818-7501-7806.1 3 failure to pay such invoice. Payment directly by us of any such expense shall not be construed as a waiver of our right to require you in the future to pay any similar expense directly. Advance Fee Deposits New clients of the firm are commonly asked to deposit an advance fee deposit with the firm. If an advance fee deposit is requested, the engagement is contingent on receipt of that advance fee deposit. You hereby grant us a security interest in any advance fee deposit with us and in any other funds we hold on your behalf to secure your obligations to us under this agreement. The advance fee deposit is often equal to our estimate of the fees and costs likely to be incurred during a two-month period. Unless otherwise agreed, the advance fee deposit will be credited toward your unpaid invoices, if any, at the conclusion of services. At the conclusion of our legal representation or at such time as the deposit has become unnecessary or has been appropriately reduced, the remaining balance or an appropriate part of it will be returned to you. If the deposit proves insufficient to cover current expenses and fees on at least a two-month basis, it may have to be increased. Deposits which are received to cover specific items will be disbursed as provided in our agreement with you, and you will be notified from time to time of the amounts applied or withdrawn. Any amount remaining after disbursement will be returned to you. All trust deposits we receive from you, including advance fee deposits, will be placed in a trust account for your benefit. As required by court rule or statute in each jurisdiction in which the firm has an office, your deposit will be placed in a pooled account if it is not expected to earn a significant net return, taking into consideration the size and anticipated duration of the deposit and the transaction costs. Other trust deposits will also be placed in the pooled account unless you request a segregated account. By court rule or statute in each of these jurisdictions, interest earned on the pooled account is payable to a charitable foundation or other non-profit entity established in accordance with such court rule or statute. Interest earned on a segregated trust account will be added to the deposit for your benefit and will be includable in your taxable income. Termination; Retention and Disposition of Documents You may terminate our representation at any time, with or without cause. Our right or obligation to terminate our representation is subject to the rules of professional conduct for the applicable jurisdiction in which we practice, which list several types of conduct or circumstances that require or permit us to withdraw from a representation, including, for example, nonpayment of fees or costs, misrepresentation or failure to disclose material facts, failure to cooperate, taking action contrary to our advice and conflict of interest with another client. We will try to identify in advance and discuss with you any situation which may lead to our withdrawal and if we decide to withdraw, we usually give written notice of our withdrawal. Unless previously terminated by you or us, the attorney-client relationship will be considered terminated upon our sending you the invoice that describes the final legal services for all matters that you have retained us to perform. You will not thereafter be considered a current client because you remain on a firm mailing list or have appointed an affiliate of the firm to serve as your registered agent or because the firm retains possession of certain of your papers or other property received in connection with the prior engagement or is identified as a required recipient of notices under a contract to which you are a party. If you later retain us to perform further or additional legal services, our attorney-client relationship will be revived subject to our standard terms of engagement in effect at that time. 4818-7501-7806.1 4 Upon your request after the earlier of the termination of the attorney-client relationship or conclusion of the matter, we will return to you any original documents and other property you provided to the firm in connection with the matter. If you do not request your documents, unless you make written arrangements with us to the contrary (e.g. such as to retain your original will or other documents in our vault or otherwise), we reserve the right to destroy or otherwise dispose of them for various reasons, including the minimization of unnecessary storage expenses, or for no reason, without further notice to you at any time after ten years following the date of the final invoice to you with respect to the matter. The remainder of the file pertaining to the matter will be retained by the firm and will remain its property. If, upon your request, we agree to provide you with copies of certain documents from our file pertaining to the matter, you agree to pay the copying costs. You agree that for various reasons, including the minimization of unnecessary storage expenses, or for no reason, we may destroy or otherwise dispose of the firm's file pertaining to the matter at any time after ten years following the date of the final invoice to you with respect to the matter. Post -Engagement Matters You are engaging the firm to provide legal services in connection with a specific matter. After completion of the matter, changes may occur in the applicable laws or regulations that could have an impact upon your future rights and liabilities. Unless you engage us after completion of the matter to provide additional legal advice on issues arising from the matter, the firm has no continuing obligation to advise you with respect to future legal developments. Billing Arrangements and Terms of Payments We will bill you on a regular basis, normally each month, for both fees and disbursements. You agree to make payment within 30 days after receiving our statement. Unpaid fees and disbursements accrue interest at the maximum rate permitted by state law (non -compounded), but not exceeding 1% per month from the beginning of the month in which they became overdue. (Where fees and disbursements are regularly paid out of a retainer deposit, no interest will be charged.) If we accept late payment of any invoice without interest, we do so without waiving any claim in the future for interest on other invoices. If you timely object in writing to a portion of a statement, you agree to pay the remainder of the statement which is not in dispute. We agree to accept such partial payment without claiming you have waived your right to contest the unpaid portion of the bill. We will give you prompt notice if your account becomes delinquent, and you agree to bring the account or the retainer deposit current. If the delinquency continues and you do not arrange satisfactory payment terms, you agree that we may withdraw from the representation and pursue collection of your account. You agree to pay the expenses of collecting the debt, including court costs, filing fees and reasonable attorneys' fees. Related Proceedings If any claim is brought against the firm or any of its personnel based on your negligence or misconduct, if we are asked to testify as a result of our representation of you, or if we must defend the confidentiality of our communications in any proceeding, you agree to reimburse us for any resulting costs, including for our time, calculated at the hourly rate for the particular individuals involved, even if our representation of you has terminated. 4818-7501-7806.1 5 Choice of Law/Forum Selection The engagement letter is deemed to have been executed, and is intended to be performed in the state of Florida, subject to its laws, regardless of whether services are actually rendered outside of the State. Any dispute arising from this agreement shall be governed by the laws of the state of Florida. The venue for the judicial resolution of such dispute shall be proper only within the state of Florida. Your Right to Arbitrate If you disagree with the amount of our fee, or if you have any complaint about the services rendered by us, please take up the question with your principal attorney contact or with the firm's managing partner. Typically, such disagreements are resolved to the satisfaction of both sides with little inconvenience or formality. If a fee dispute is not readily resolved, you have the right to request arbitration under supervision of the bar associations for the jurisdictions in which we practice, and we agree to participate in that process. Complete Agreement As referenced in and supplemented by the engagement letter, these standard terms of engagement comprise our engagement agreement. No change to this agreement shall be effective unless and until confirmed in writing by you and the firm. There are no promises, terms, conditions or obligations other than those contained herein, and this agreement supersedes all previous communications, representations, or other agreements, either oral or written, between you and the firm. Thank you for choosing Lewis Brisbois Bisgaard & Smith LLP to represent you in this matter. .0F'0HpFCy ,sem — -:wwoM m MEMORANDUM � 9 _ TO: India j " Lewis DATE: November 6, 2019 FROM: Bobbie Joh'! ,� !� SUBJECT: Lis Brisbois Bis card & Smith, �9 j LLP Engagement Letter Attached to this memorandum for distribution is an original executed Engagement Letters with Lewis Brisbois Bisgaard & Smith, LLP that the Council approved at last night's meeting. The Clerk's office has retained the other original for filing. Thanks!