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Backup Documents 01/26/2021 Item #16E 3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 E TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. ** ROUTING SLIP** Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing_lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. (Enter your Dept here) 3. County Attorney Office County Attorney Office G� V/)���1 4. BCC Office Board of County CH by MB Commissioners [s] /1/2@Z7 5. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above may need to contact staff for additional or missing information. Name of Primary Staff Madison Bird Phone Number 2939 Contact/Department Agenda Date Item was Agenda Item Number Approved by the BCC I/26/ 2 i 16 t.3 Type of Document(s) Number of Original Attached L41'ter aF iEi�gGge.�2r,'f' Documents Attached PO number or account ,JJ JJ number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A (Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's signature?(stamped unless otherwise stated) MB 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information (Name;Agency; Address; Phone)on an attached sheet. 3. Original document has been signed/initialed for legality. (All documents to be signed by MB the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney.) 4. All handwritten strike-through and revisions have been initialed by the County Attorney MB Office and all other parties except the BCC Chairman and the Clerk to the Board. 5. The Chairman's signature line date has been entered as the date of BCC approval of the MB document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's MB signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is uploaded to the agenda. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 1 ft6/Zi and all changes made during N/A is not the meeting have been incorporated in the attached document. The County Attorney �C7.W option for Office has reviewed the changes, if applicable. 7 is line. 9. Initials of attorney verifying that the attached document is the version approved by the /A is not BCC, all changes directed by the BCC have been made, and the document is ready for the y tifig, Sn optioio r.. Chairman's signature. is in.` Please email a completed copy to Madison.Bird@Colliercountyfl.gov I:Forms/County Forms/BCC I 16.05;2.24.05;11/30/12;4/22/16;9/10/21 6E M U L L E N ` COUGHLIN John F. Mullen 426 W. Lancaster Avenue, Suite 200 Office: 267-930-4791 Devon, PA 19333 Fax: 267-930-4771 Email:jmullen� �nullen,law December 16, 2020 VIA ELECTRONIC MAIL Collier County Board of County Commissioners do Neil Randall Network Administrator Infrastructure/Security Collier County of Florida 3299 Tamiami Trail East, Suite 600 Naples,FL 34112 E-mail: Neil.RandallMcolliercounty tl.go Re: Collier County,Florida-Engagement Dear Mr. Randall: Thank you for contacting us with respect to Collier County, Florida's interest in retaining Mullen Coughlin LLC as its specialized legal counsel to assist in addressing responses to potential data security incidents. The purpose of this correspondence is to, upon execution: 1) establish an attorney client relationship between Mullen Coughlin LLC("Mullen Coughlin"or"the Firm")and Collier County, Florida, a subdivision of the State of Florida (the "County"); 2) define the scope of the Firm's representation of the County;and 3)establish other material terms and conditions of the representation, including but not limited to the financial terms. This correspondence may be referred to as the"Engagement Letter"or the"Agreement." The Insurance Policy provided through AXA XL provides that, among other things, the County may be responsible for a Self-Insured Retention("SIR"). Please read the Engagement Letter with care. By executing this Engagement Letter,the County is entering into a contract that is binding on both the Firm and the County, on the following terms and conditions. 1. PARTIES TO ENGAGEMENT LETTER The parties to the Agreement are Mullen Coughlin and the County.No other person or entity shall be entitled to claim an attorney-client relationship with the Firm with respect to the legal services to be provided pursuant to the Engagement Letter. II 16E 3 Collier County Board of County Commissioners December 16,2020 Page 2 of 13 2. INCEPTION OF ATTORNEY CLIENT RELATIONSHIP The information that was shared with us during our initial period of consultation with the County was shared within a representation limited to the topics necessary to be explored up to this point. That attorney-client relationship was finite. It will not continue to exist,and Mullen Coughlin will not be obligated to provide legal services described in Schedule A, until the County has returned a signed copy of this Agreement and paid any initial retainer called for under Section 8 (No retainer is required at this time). 3. SCOPE OF REPRESENTATION: SCHEDULE A Mullen Coughlin will perform only those legal services set forth in the Scope of Representation attached as Schedule A. You agree that the County has no expectation that the Firm will provide legal services beyond those set forth in Schedule A,unless Mullen Coughlin and the County amend the Engagement Letter in writing or execute a separate agreement with respect to any such additional legal services. The County is 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 the County's responsibility, and it is important that the County take all necessary and reasonable steps to preserve this information. The Firm is available to discuss the scope of the County's obligations and to provide advice or recommendations in this regard. Nothing in this paragraph shall in any way limit the County's obligation to pay for, or the Firm's right to,receive payment for any services provided by the Firm at the County's request. 4. DUTIES OF CLIENT/THE COUNTY The County agrees to provide Mullen Coughlin with complete and accurate information and documents, cooperate, keep us informed of relevant developments, abide by this Agreement, and pay our statements on time. In addition,the County will advise us of any changes to the County's address and telephone number. 5. LEGAL FEES We will charge the County for the services provided pursuant to the Agreement based on the amount of time (including necessary travel, which expenses shall be invoiced in accordance with the requirements of Chapter 112, Florida Statutes) we devote to the matter at the hourly rates for the particular professionals involved as are set forth in Schedule B. These rates were previously agreed to for work under your insurance policy with AXA XL. We bill in minimum units of 6 minutes,or.1 hour.We reserve the right to reasonable annual rate increases,subject to the County's consent, which shall not be unreasonably withheld, provided that the Firm can substantiate the reason the request is being made(i.e.,market conditions, increase in CPI, etc.). We • 16E 3 Collier County Board of County Commissioners December 16,2020 Page 3 of 13 reserve the right to staff the handling of the matter with the partners, associates,paralegals and/or other personnel of our choice, at the rate we establish for each such timekeeper, although we will discuss the staffing of the County's matter with the County at any time and consider the County's input in the staffing of the matter. 6. COSTS, EXPENSES AND OTHER CHARGES a. COSTS AND EXPENSES: SCHEDULE B We will incur on the County's behalf various costs and expenses in performing legal services under the Agreement. The County agrees to pay for those costs and expenses in addition to the hourly fees. Schedule B, attached, includes a non-exhaustive list of costs we may incur on the County's behalf. In the event that a non-listed cost arises that is necessary to the performance of the Firm's services under the Scope of this representation,the Firm will obtain the County's consent before making the expenditure. Additional details concerning the County's Payment Requirements appears in Schedule B and Schedule C, attached. b. OUTSIDE CONSULTANTS/OTHER VENDORS In addition to the costs of the type set forth in Schedule B,it may become necessary to hire persons or entities outside Mullen Coughlin, including but not limited to consultants, forensics and other experts, investigators, or other professional service providers. We will select any consultants or investigators to be hired after notice to and consultation with the County,and the County agrees to honor the terms and conditions of any agreement with any such outside person or entity that we enter into on the County's behalf and with the County's consent. c. REIMBURSEMENT OR DIRECT PAY We reserve the right in our sole discretion to either pay directly any of the costs incurred such as those set forth in Schedule B,and/or for outside consultants or other vendors,or to ask the County to pay any such expense directly. If we exercise our right to require the County to pay an outside vendor invoice directly, and the County fails to do so,the County agrees to defend and indemnify the Firm with respect to any claims, demands or suit brought against the Firm as a result of the County's failure to pay such invoice,subject to the statutory limits of its sovereign immunity as set forth in Florida Statutes, Section 768.28. Payment directly by the Firm of any such expense shall not be construed as a waiver of our right to require the County in the future to pay any similar expense directly. 7. PERIODIC STATEMENTS AND BILLING TERMS Our practice is to send periodic statements for services rendered and for costs incurred during the previous month or months. The detail in the periodic statement will inform the County of both the nature and progress of work and of the fees and costs being incurred. I t�` 1 6 E 3 Collier County Board of County Commissioners December 16,2020 Page 4 of 13 Our fee structure is based upon the County's promise to pay all statements no later than 45 days after the date set forth in the Local Government Prompt Payment Act (the "Act") as provided in Florida Statutes §§ 218.74 and 218.74. We do our best to see that our clients are satisfied not only with our services, but also with the reasonableness of the fees and costs. Therefore, while we urge the County to raise any question about or objection to a fee statement,the County must do so promptly and in accordance with the Act. In the event the County fails to pay any invoice as required by the Act, the County agrees to pay interest at the maximum rate allowed under the Act. If we accept late payment of any invoice without interest,we shall not be deemed to have waived any claim in the future for interest on other invoices. If the County timely objects in writing to a portion of a statement, the County agrees to pay the remainder of the statement which is not in dispute. We agree to accept such partial payment without claiming the County has waived the County's right to contest the unpaid portion of the bill. Failure to pay the undisputed amount of any invoice in full in accordance with the Act shall constitute grounds for termination of this Engagement Letter and withdrawal of the Firm from representation,as more fully discussed in Section 10. 8. RETAINER: SECURITY AND ADVANCE PAYMENT OF FINAL INVOICE We are not requesting any retainer at this time, but we reserve the right, within the bounds of our ethical and legal duties, to cease work and request a retainer at any time for reasons such as, but not limited to, failure to pay Firm invoices and exhaustion of insurance policy limits. The retainer is: 1)a sum to be held as security for the Firm with respect to the County's obligations to pay the fees and costs incurred by the Firm pursuant to the Engagement Letter;and 2)an advance payment to be applied to the Firm's final invoice in this matter. We expect that the County will live up to the terms and conditions of the Engagement Letter in full, in which case the full amount of the remaining retainer will be applied against the final invoice and any excess returned to the County.However,should the County become delinquent on the payment of any statement,we may in our discretion apply the retainer to the payment of that statement. In that event,the County shall immediately restore the retainer to its full amount upon our request. Failure to deliver or restore the retainer upon our request shall constitute grounds for termination of this Engagement Letter and withdrawal from representation, as more fully discussed in Section 10. 16E 3 Collier County Board of County Commissioners December 16,2020 Page 5 of 13 We also reserve the right to require, and the County agrees to provide, increases to the retainer should the time and expense required to carry out the representation contemplated by this Engagement Letter increase beyond that reasonably anticipated at the beginning of the engagement. In the event that our representation of the County encompasses litigation, we reserve the right to increase the retainer, based on estimated time and costs, in the event that we must engage in trial preparation or trial. 9. TERMINATION OF THE FIRM BY YOU The County shall have the right to terminate this Engagement Letter and discharge the Firm at any time. However, to be effective, termination or discharge of the Firm must be in writing. In such event, the County authorizes the Firm to make and retain a duplicate of the County's file. The County shall bear all reasonable costs of transferring the new matter to counsel chosen by the County. The attorney/client relationship between the Firm and the County shall end upon discharge of the Firm by the County pursuant to this paragraph. However, such discharge shall not relieve the County of any obligation to pay fees and costs incurred prior to the discharge, as well as any fees and costs expended after the discharge to the extent reasonably required in the Firm's sole discretion to protect the County's interests prior to the discharge or in the event of litigation,until a court order is entered permitting the Firm to withdraw. 10. WITHDRAWAL FROM REPRESENTATION BY THE FIRM The Firm shall be permitted to withdraw from representation whenever required or permitted to do so by law. In addition, the Firm may withdraw as counsel at any time if withdrawal can be accomplished without material adverse effects on the interests of the County, or if: 1)the County persists in a course of action involving a lawyer's services that the lawyer reasonably believes to be criminal or fraudulent; 2) the County has used the lawyer's services to perpetrate a crime or fraud; 3) The County insists upon pursuing an objective that the lawyer considers repugnant or imprudent; 4)the County fails substantially to fulfill an obligation to Mullen Coughlin regarding the Firm's services (including, but not limited to, the County's financial obligations under this Engagement Letter)after reasonable warning from the lawyer that the lawyer will withdraw unless the obligation is fulfilled; 5) the representation will result in an unreasonable financial burden on the lawyer or has been rendered unreasonably difficult by the County; or 6) where other good cause for withdrawal exists. 16E 3 Collier County Board of County Commissioners December 16,2020 Page 6 of 13 11. DOCUMENT STORAGE POLICY On termination of a matter, the Firm will maintain file documents for 7 years, or any alternate period as determined by the Commonwealth of Pennsylvania. Upon termination of the matter,You have the right to take possession of the file. If the County chooses to take possession of the file, the firm may copy all or any part of the file. If the County chooses not to take possession of the file, the firm will retain the file pursuant to its document storage policy stated above. 12. CHOICE OF LAW/FORUM SELECTION This Agreement 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 of Florida. 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 and Federal courts within the jurisdiction of Collier County, Florida 13. NO PROMISES OR GUARANTEES The County understands that Mullen Coughlin has made no representation or guarantee concerning the outcome of the matter set forth in the attached Schedule A. 14. RIGHT TO SEPARATE COUNSEL The County acknowledges having had the opportunity to seek the advice of separate counsel with respect to this Agreement. 15. LEGAL MALPRACTICE INSURANCE AND INDEMNIFICATION As of the date of this letter,Mullen Coughlin has errors and omissions(legal malpractice)insurance applicable to the services to be rendered pursuant to this Agreement, subject to any applicable deductible or self-insured retention. Mullen Coughlin shall provide a copy of its legal malpractice Certificates of Insurance and any endorsements evidencing insurance coverages in a sufficient amount to cover the Scope of Services prior to beginning the performance of any work under this Agreement. 16. MODIFICATION IN WRITING ONLY No change to this Agreement shall be effective unless and until confirmed in writing and signed and acknowledged by the Firm and the County making express reference to this Agreement. This Engagement Letter embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein, and this contract shall supersede all � I 16E 3 Collier County Board of County Commissioners December 16,2020 Page 7 of 13 previous communications,representations,or other agreements,either oral or written,between the Firm and the County. 17. COUNTERPARTS AND FACSIMILES EFFECTIVE This Agreement may be signed in counterpart. Facsimile or imaged signature pages executed by the Firm or the County shall be effective as original signatures. 18. TERM AND TIME OF PERFORMANCE The term of this Agreement shall be until the services described in Schedule "A"are complete to begin upon the last date signed by the Parties and to end when the services described in Schedule "A" are complete, unless terminated earlier in accordance with the provisions of this Agreement. (In the event the term of this Agreement extends beyond a single fiscal year of the County, the continuation of this Agreement beyond the end of any fiscal year shall be subject to the availability of funds from County in accordance with Chapter 129, Florida Statutes.) Notwithstanding the foregoing sentence, the Firm shall be entitled to stop work without penalty until the County confirms sufficient funds to pay the Firm's fees and expenses. 19. RECORD AUDIT AND INSPECTION The County shall have the right to audit the books and records of the Firm pertinent to the funding under this Agreement. The Firm shall preserve and make available, at reasonable times for examination and audit by the County, all billing records pertinent to the performance of this Agreement for a period of three (3) years after termination of this Agreement or, if any audit has been initiated and audit findings have not been resolved at the end of the three years,the books and records shall be retained until resolution of the audit findings. If the Florida Public Records Act (Chapter 119, Fla. Stat.) is determined by the County to be applicable to the Firm's records,the Firm shall comply with all requirements thereof,however,no confidentiality or non-disclosure requirement of either federal or state law shall be violated by the Firm. 20. NOTICES Whenever either party desires to give notice to the other, such notice must be in writing, sent by registered or certified United States Mail, postage prepaid, return receipt requested, or by hand- delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present,the parties designate the following: 0 1,6..E 03 Collier County Board of County Commissioners December 16,2020 Page 8 of 13 FOR COLLIER COUNTY: Jeffrey A. Klatzkow,County Attorney Government Center 3299 Tamiami Trail East Suite 800 Naples, Florida 34112 FOR THE FIRM: Claudia D.McCarron, General Counsel Mullen Coughlin LLC 426 W. Lancaster Avenue, Suite 200 Devon, PA 19333 With a copy to : cmccarron(amullen.la« We'd like to thank the County for choosing Mullen Coughlin as its counsel with respect to the matter set forth in Schedule A. We look forward to working with the County and once again thank the County for the opportunity to serve it,upon execution of this Engagement Letter. Accepted and agreed to: DATE . , BOARD OF COUNTY COMMISSIONERS uP A OF COLLIER COUNTY,FLORIDA ATTEST: `1 CRVSTAL°K KJNZ ,CLERK By: s, s 0 51s. Chris Hall, Chairman signature.er Iy Appro ed as to form le ity 611 Sco .Teach, eputy County Attorney 1 6 E 3 Collier County Board of County Commissioners December 16, 2020 Page 9 of 13 Very truly yours, *6 en XL-- John F. Mullen of MULLEN COUGHLIN LLC JFM:sfm 1 6 E 3 Collier County Board of County Commissioners December 16,2020 Page 10 of 13 SCHEDULE "A": SCOPE OF REPRESENTATION Collier County of Florida Investigate,provide legal advice and otherwise assist with response to potential data security incident. 411, 16E 3 Collier County Board of County Commissioners December 16,2020 Page 11 of 13 SCHEDULE "B": RATE SCHEDULE AND COST/EXPENSE ITEMS SCHEDULE A. Identification Client(s): Collier County of Florida Matter: Collier County of Florida—Privacy Event B. Hourly rates for legal personnel $395 Partner $395 Associate $150 Paralegal C. Standard charges We charge for our time in minimum units of.1 hours (6 minutes). D. Costs and expenses incurred on Your behalf may include but are not limited to: Travel expenses including e.g., lodging, airfare,taxis,public transportation, car In accordance with the requirements of rental,parking and meals Chapter 112, Florida Statutes. Deposition costs At cost Postage, messenger and other delivery fees At cost In accordance with the requirements of Mileage Chapter 112, Florida Statutes. In-house -$0.10 per page Photocopying and other reproduction costs Outside service -At cost After hours building services At cost by special client need (when dictated) 16E 3 Collier County Board of County Commissioners December 16,2020 Page 12 of 13 The Firm shall submit invoices on a monthly basis for the payment of out-of-pocket expenses. Each invoice shall include a signed certificate (a copy of which is attached hereto as Schedule C) listing all costs,expenses,vouchers,invoices and other documentary evidence that will describe in reasonable detail the basis for expenditures for which reimbursement is sought as set forth below. PAYMENT REQUIREMENTS The following represents Collier County's payment requirements for legal costs ➢ Your federal employee identification number must be on all invoices submitted. ➢ The applicable Purchase Order number must be on all invoices submitted. A No service, interest, or other charge of like nature is to be imposed with regard to any item, invoice, or request. All firms doing business with Collier County must have a current W-9"Request for Taxpayer Identification Number and Certification" on file. ➢ Services rendered must be specifically and concisely identified: ➢ Names of persons performing services,hourly rates,and dates must be listed. The County agrees to reimburse the Firm for retention and utilization of sub-consultants as previously addressed in the Agreement. ➢ Reimbursable expense must be verified by attached receipts or copies thereof. ➢ Claims for mileage and meals cannot exceed statutory allowance as provided for under Chapter 112, F.S. Meals and mileage cannot be charged unless the professional has traveled to provide services within the jurisdiction of Collier County, Florida. ➢ Claims for lodging at single rate (actual cost)must be substantiated by paid bill or charge, with a cap of no more than$150.00 per night. ➢ Car rentals required for travel should include compact or standard-size vehicles only. ➢ Common carrier travel shall be reimbursable at tourist or coach class fares only. > The Accounting Division requires original receipts,or copies of receipts which have been individually certified to be true copies of the originals. In addition, the Certificate contained in Schedule C must accompany each invoice. The certifying person must sign the Certification form and a description provided of the items, which are certified. ➢ Faxes shall not be reimbursed ➢ Legal Research costs(Lexis-Nexis, Westlaw, etc.) shall not be reimbursed , 16E 3 Collier County Board of County Commissioners December 16, 2020 Page 13 of 13 SCHEDULE C CERTIFICATE IT IS HEREBY CERTIFIED that: 1. has been duly designated as special counsel to render legal services or provider of services for or on behalf of Collier County; 2. Each of the documents hereinafter identified and attached is a true and correct copy of the original record; 3. Expenditure(s)enumerated represent costs necessarily incurred during the course of official business for which payment has not been received and for which documentation is not available or reasonably retrievable; 4. Claims are in compliance with the applicable statutes and administrative orders, and with the express provision that all other parties are barred from entitlement to any part of these costs. RE: Invoice No. , Dated Period Covered: ,Amount IN-HOUSE CHARGES: Photocopies: copies @$0.15/each $ Mileage: miles @ /mile $ OTHER(Copies of invoices required): Long Distance Calls $ Other: $ TOTAL: $ FOR THE FIRM Signed: Print Name: Title: Date: