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HomeMy WebLinkAboutContract 59777OFFICIAL REC®R9 CITY SECRETARY FT. WORTH, TX BakerHostetler July 17, 2023 Via E-mail: Valerie.Washin2ton(afortworthtexas.2ov Ms. Valerie Washington Assistant City Manager City of Fort Worth 275 W. 13th Street Ft. Worth, Texas 76102 Re: Enzapaement of Counsel Dear Ms. Washington: FC�e� p3.=� j�, iU. t .ski '�> � • Lii'�i,�=Es .� CSC No. 59777 Baker&Hostetler LLP 45 Rockefeller Plaza New York, NY 10111 T 212.589.4200 F 212.589.4201 www.bakerlaw.com Theodore J. Kobus III direct dial: 212.271.1504 tkobus@bakerlaw.com Thank you for selecting Baker & Hostetler LLP to represent City of Fort Worth. We look forward to serving your needs and to establishing a mutually satisfactory relationship. Scope of the Engagement. On behalf of City of Fort Worth, you have asked and authorized us to provide advice regarding a potential data security incident, including incident investigation, breach notification law analysis, and possibly notification preparation, crisis communication management, and reporting to regulators. This confirms that our firm has not been engaged to determine whether the claims or issues are covered under any insurance policies or to otherwise represent you regarding any insurance coverage issues. It is our understanding that you, either individually or through your insurance agent, independent counsel, or through others, will independently determine whether there is any insurance available in connection with this matter. You have not asked us to perform any other services or functions or assume any other responsibilities. Conflict of Interest Review. For the purpose of checking whether there exists any conflict of interest with respect to this engagement, we have searched our conflict of interest database under the following: City of Fort Worth (Client) OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Atlanta Chicago Cincinnati Cleveland Columbus Costa Mesa Dallas Denver Houston Los Angeles New York Orlando Philadelphia San Francisco Seattle Washington, DC Wilmington July 17, 2023 Page 2 We will assume that the above listing is accurate and complete unless you otherwise advise us. We also request that you notify us promptly if any additional searches are required due to any change in your circumstances. Professional Services and Fees. Our fees for legal services are based on hourly rates, which are in effect during the month in which services are provided and will be determined primarily by the amount of time our attorneys, paralegals and other timekeepers spend on this engagement. It is our practice to have tasks performed by the lowest billing rate attorney qualified to perform the task. Below is an outline of our rates for different types of work, including the discounted rates for incident response and any related regulatory inquiries, third party demands, claims, payment card network assessments or litigation that may arise that we agreed to with your cyber insurance carriers. We will open separate matters for this work when the matters arise, including in some instances separate matters for incident response work and ransomware related negotiation and response. The total amount of compensation to be paid to BakerHostetler for all services performed and costs incurred will not exceed $100,000.00 unless the parties agree otherwise in a duly executed amendment approved by the Fort Worth City Council or the City Manager, as appropriate. Incident Response Partner/Counsel $525 Associate $350 Paralegal $175 Regulatory/Litigation/Payment Card Defense Partner/Counsel $625 Associate $465 Paralegal $225 General Privacy & Cybersecurity Compliance & Risk Advisory Work —the below rates apply to general privacy compliance and security advice, but there may be specific projects (depending on the scope and complexity) where we will work with you to identify and agree on matter -specific appropriate fees and rates (e.g. CCPA and GDPR). To the extent you engage us for privacy compliance work, rates will be discussed at the time of engagement. Partner $895 Counsel $795 Associate $695 (> 2 yrs) Associate $450 (< 2 yrs) Paralegal $275 Third Party Payor. On matters where you request, we will also forward our billing statements to your insurance company. In the event that payment is not received from your carrier, City of Fort Worth agrees to pay our legal fees and costs directly. July 17, 2023 Page 3 Expenses and Other Charges. In addition to fees for our professional services, there may be charges for expenses in connection with our engagement. Expenses incurred will be billed at our cost (which in some cases may be estimated). Further detail regarding these expenses and other charges will be furnished upon request. For large disbursements, we will forward such invoices to you for direct payment to the vendors. Ownership of Files and Records. Except as to records which belong to the firm, records or files which we receive from you and documents that are produced or created in connection with your representation, shall be your property, subject to any lien granted by law, rules of professional conduct and our right to make and retain copies. Upon the closing of our files after termination of the engagement, we will return records belonging to you unless you request otherwise, or unless special circumstances require us to retain such records. If you request that we retain your files we may ask that you bear the costs of storage. We shall require from you written authorization to transfer any property belonging to you to a third party. Under our record retention policy, we normally destroy files ten years after a matter is closed. It is understood and agreed that we shall have the right, at our discretion, to dispose of files which have not been returned to you at such time that we determine that such files need no longer be retained. GDPR; Joint -Controller Agreement. In the event that the Engagement involves "personal data," as defined in the General Data Protection Regulation (EU) 2016/679, BakerHostetler and City of Fort Worth shall be Joint Controllers of such personal data. BakerHostetler will determine and direct processing activities to the extent required to provide legal services within the scope of our engagement, including directing forensic vendors or other third parties as necessary to provide legal services to City of Fort Worth. City of Fort Worth will retain responsibility for compliance with all other obligations of the data controller under the GDPR, including, but not limited to, the exercising of rights of data subjects and the duty to provide information referred to in Article 13 and 14. Please note that the Baker & Hostetler LLP attorneys representing you on this engagement are not licensed to practice law in any EU member state. If you would like assistance identifying local counsel in an EU member state, we can help you to identify appropriate counsel. Waiver. As you may know, our firm is a large law firm with a number of offices and represents many other individuals, corporations, partnerships, and other entities. As a result, it is possible that during the time we are representing you or thereafter, we will be asked to represent an existing or potential client in connection with a dispute, transaction, or other matter with you. Accordingly, you agree that we may represent existing or new clients in any matter, including litigation, even if the interests of such other clients in such other matters are directly adverse to yours, so long as those matters are not substantially related to our work for you, we possess no confidential information from our representation of you that could be used to your disadvantage in our representation of such other clients, and we have determined in good faith that our ability to represent you effectively will not be limited by our representation of such other clients. We have advised you that, before agreeing to this consent and waiver, you have the right to have this consent and waiver reviewed by independent counsel of your choice and to obtain the advice of such independent counsel as to the advisability of your agreement to this consent and waiver. July 17, 2023 Page 4 You hereby acknowledge that you have had an opportunity to have this consent and waiver reviewed by such independent counsel and that you have not relied upon any advice from us in agreeing to this consent and waiver. Additional Information. Texas law applies to this Engagement Letter and will govern any dispute concerning our engagement. If a dispute arises between us relating to our fees, you may have the right to arbitrate the dispute. Acceptance of Engagement. If this letter and the attached Standard Terms, which are incorporated in this agreement, are acceptable, please sign the letter on City of Fort Worth's behalf and return it to our office. This engagement will take effect the date this letter is executed by you. Very truly yours, Theodore J. Kobus III ACCEPTED AND AGREED TO: City of Fort Worth fE8FC556147R ftned by: t, wasuk4o, By: _ Title: Assistant City Manager 7/17/2023 1 5:44 PM CDT Date: Enclosure OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX STANDARD TERMS OF ENGAGEMENT Introduction The purpose of this document is to explain our relationship with you, our billing practices, our obligations to you, and your obligations to us in the belief that our relationship will benefit from a mutual understanding of these matters at the beginning of our relationship. We urge you to call us anytime you have a question relating to any of these matters. We strive to have satisfied clients and your satisfaction is very important to us. Your agreement to this engagement constitutes your acceptance of the following terms and conditions. If you find any of these terms and conditions unacceptable, please tell us now so that we can try to resolve any differences and proceed on a mutually satisfactory basis. Our Relationship Our engagement and the legal services we will provide are limited to the matter described in the accompanying letter. Any change in our engagement or the legal services we are to provide to you must be mutually approved in writing. The services we provide are strictly legal services; we do not provide business, personal, financial, investment, accounting or other services. You will provide us with the factual information and materials we need to perform the legal services identified in the accompanying letter, and we will perform the necessary legal services and give you the necessary legal advice. You will make all business, personal, financial, investment, or accounting decisions that are required, including in the case of litigation, the decision whether or not to settle the case. You will not rely on us for business, personal, financial, investment, or accounting advice and will not expect us to investigate the character or credit of persons or entities with whom you are dealing, unless we have expressly agreed to do so in the accompanying letter. Confidentiality and Other Matters As your attorneys, we owe you duties of confidentiality, loyalty, and competent and zealous representation. We are required to preserve your confidences and secrets. This obligation and the attorney -client communication privilege exist in order to facilitate and encourage candid communication between a client and his or her attorney. We can adequately represent you and give you sound legal advice only if you make us aware of all information and documents that might be relevant to the matter we are undertaking for you. Accordingly, we urge you to communicate with us fully and without reservation so that we can properly perform legal services for you and give you legal advice with respect to the matter on which you have engaged us. You should understand, however, that in those matters where we are representing a corporation or other legal entity, our attorney -client relationship is with that specific corporation or legal entity and not with its individual officers, directors, executives, employees, shareholders, partners, or other persons in similar positions, or with its parent, subsidiary, or affiliated corporations or persons. In such cases, our professional duties are owed only to the corporation or legal entity that we have agreed to represent, and you will not assert a conflict of July 10, 2023 Page 2 interest because we represent other persons, corporations, or entities that are adverse to any of such related persons, corporations, or other legal entities. In some situations where there is no conflict of interest, we may represent individual officers, directors, executives, or employees, or parent, subsidiary, or affiliated corporations of a corporation or other legal entity as well as the corporation or other legal entity but such multiple representations will be clearly stated in the accompanying letter. Professional Fees In determining the professional fee for our legal services we are generally guided primarily by the amount of time devoted to your matter and the hourly rates of the attorneys performing the services, although we offer other fee arrangements in appropriate situations. If another fee arrangement has been mutually agreed to for your work, it will be set forth in the accompanying letter. We may also consider other factors, as appropriate, including: the novelty and difficulty of the legal issues involved; the legal skill required to do the work; the fee customarily charged by comparable law firms for similar legal services; the importance of the work to you or the amount of money involved or at risk and the results obtained; any time constraints imposed by you or the circumstances; and the nature and length of our professional relationship with you. The hourly rate assigned to each attorney reflects his or her ability, experience, reputation, market rates in each location for his or her area of practice, the firm's costs, and other factors deemed appropriate by the firm. Our hourly rates are subject to review and adjustment from time to time, at least annually, based on the foregoing factors. Any changes in hourly rates are usually applied prospectively, although they may also be applied to time that has been recorded but not yet billed. We will provide you with notice of any changes to our rates or expense charges, either through correspondence or invoices indicating the rates then in effect. Our attorneys and other personnel will record time spent on your behalf in tenths -hour increments unless otherwise agreed between you and us. We will seek to perform your work cost efficiently. This does not mean, however, that we will necessarily assign an attorney with the lowest hourly rate. When selecting attorneys to perform legal services required by your engagement, we generally consider the skill, ability, and experience levels required for the work, prior commitments of our attorneys, and the time demands of your matter and other matters, as well as the hourly rates of our attorneys, unless you request otherwise. Under some circumstances, attorneys with higher hourly rates may be assigned in order to provide specialized legal skills, to complete the matter more quickly, to meet time constraints imposed by you or the circumstances, to seek to perform the work at a lower overall professional fee, or because of attorney workloads. At times we may use temporary personnel with appropriate credentials to complete certain work under our supervision. We will charge you for the time of these individuals at rates established by us based on their experience and expertise the same as we do for our direct employees. July 10, 2023 Page 3 We generally charge for travel time during normal business hours at our applicable hourly rates. Outside normal business hours we charge one-half our applicable hourly rates unless the attorney or other person is able to work while traveling. If the attorney or other person works on your behalf while traveling, you will be charged our applicable hourly rates regardless of the time of travel. If the attorney or other person works on other clients' matters while traveling, you will not be charged for time during which the attorney or other person worked for other clients. Taxes The fees for services do not include any excise, sales, use, value added or other taxes, tariffs or duties that may be applicable to our services. When we have the legal obligation to collect such taxes, tariffs or duties, the amount of such taxes, tariffs and duties will be included on our statements with other expenses and charges unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. Any payments by you to us will be made free and clear of, and without reduction for, any withholding taxes. Any such taxes that are otherwise imposed on payments to us will be your sole responsibility. You may be asked to provide us with official receipts issued by the appropriate taxing authority or such other evidence to establish that such taxes have been paid. Expenses and Other Charges In addition to fees for our professional services, our statements will include out-of-pocket expenses we incur (e.g., filing fees, court reporter fees, expert witness fees, overnight courier fees, travel, and postage) and internal charges we make for other services we provide (e.g., copying, computerized legal research, long distance telephone, and faxes) in connection with performing legal services on your behalf. Out-of-pocket expenses incurred will be billed at our cost, which in some cases may be estimated. Internal charges (which may exceed direct costs and allocated overhead expense) will be billed at amounts that reflect the value of the service or industry practice. Further detail regarding any expenses or other charges will be furnished upon request. We may request an advance expense deposit from you in matters where we expect that we will be required to incur substantial out-of-pocket costs on your behalf. Travel Expenses. For automobile travel, we customarily reimburse our attorneys and other personnel and charge you the Internal Revenue Service approved mileage rate, plus parking and tolls outside the cities in which our offices are located. Actual cost is always charged for airfare, auto rental, cab fare, meals, and lodging. Our attorneys and other personnel are required to travel coach class, lowest logical airfare, unless you request or approve other arrangements in advance, the air travel time exceeds four hours, or circumstances warrant otherwise. In the latter two cases, travel will be by business class if available or first class if it is not. Delivery and Communications Expenses. Postage on mail in excess of two ounces per item is billed at cost. July 10, 2023 Page 4 Air express, outside local messenger services and courier services are billed at cost. Use of our own messengers for local deliveries is charged at rates generally competitive with local messenger services. Computerized Research and Database Charges. We utilize Lexis-Nexis and Westlaw to provide primary automated research services that assist in reducing your professional fees. In addition, we have access to other internal and external databases, which help to save money and assist in improving the quality of legal research. Our charges for use of these automated research tools are at vendor invoice, which is net of all discounts provided by the vendors. Photocopying and Fax Charges. Copying is charged at $.10 per page for black & white and $.50 for color. Outgoing faxes are charged at $1.00 per page within the United States and $2.50 per page internationally. There is no charge for incoming faxes or for long distance phone charges associated with fax transmission. Invoices and Pavments Unless otherwise mutually agreed, we generally render monthly invoices for legal services, expenses and other charges. Our invoices are due and payable upon receipt. Payment is considered overdue if not received within 30 days from the invoice date. If our invoices are not timely paid, we may withdraw from your representation and terminate our services. We may also assess interest at the statutory rate on any overdue invoices, whether or not we terminate services. Payments made on overdue invoices are applied first to the oldest outstanding invoice. If you have any question about any invoice or any fee, expense, or other charge, we urge you to discuss it with us. We want you to be satisfied with the quality of our services and the reasonableness of our fees. Termination Unless we have mutually agreed to continue our attorney -client relationship with respect to other matters, our attorney -client relationship with you will end upon the completion of services for the matter to which the accompanying letter applies or upon the earlier termination of our engagement by you or by us. In this regard, you have the right to terminate our attorney - client relationship at any time you wish with or without cause. An early termination of our relationship without cause will not, and an early termination of our relationship with cause may not, relieve you of your obligation to pay our reasonable fees, expenses, and other charges incurred before the termination. We also have the right, and sometimes the obligation, to terminate the engagement subject to the ethical standards in the Rules of Professional Conduct. We also reserve the right to suspend or terminate our representation, subject to such ethical standards, if you breach your obligations with respect to the engagement or do not pay the firm's invoices as specified. July 10, 2023 Page 5 Ownership of Files and Records Except as to records which belong to the firm, records or files which we receive from you and documents that are produced or created in connection with your representation, shall be your property, subject to any lien granted by law, rules of professional conduct and our right to make and retain copies. Upon the closing of our files after termination of the engagement, we will return records belonging to you unless you request otherwise, or unless special circumstances require us to retain such records. If you request that we retain your files we may ask that you bear the costs of storage. We shall require from you written authorization to transfer any property belonging to you to a third party. Under our record retention policy we normally destroy files ten years after a matter is closed. It is understood and agreed that we shall have the right, at our discretion, to dispose of files which have not been returned to you at such time that we determine that such files need no longer be retained. Citv of Fort Worth's Policv on Engagement of Outside Leaal Counsel The Parties understand and acknowledge that they have read and understand the City's Policy on the Engagement of Outside Counsel, which is attached hereto as Exhibit A and incorporated herein for all purposes ("Outside Counsel Policy"), and agree to comply therewith. To the extent there is a conflict between this Engagement Letter, including the Standard Terms of Engagement, and the Outside Counsel Policy, then the Outside Counsel Policy will control. EXHIBIT "A" CITY OF FORT WORTH OFFICE OF THE CITY ATTORNEY POLICY ON ENGAGEMENT OF OUTSIDE LEGAL COUNSEL DEFINITIONS A. "Reviewing City Attorney" means the Assistant City Attorney who has been assigned to supervise the Firm's provision of legal services in accordance with the terms of the professional services contract between the Firm and the City. B. "City" means the City of Fort Worth, Texas. C. "Firm" means the outside law firm (or attorney) retained by the City to provide legal services to the City. II. INTRODUCTION When contracting with the Firm, the City of Fort Worth expects to receive the highest caliber of professional legal services at the most reasonable price. All Firms providing legal services to the City shall comply with the provisions and directives contained in this Policy. Unless specifically agreed otherwise in writing, this Policy on Engagement of Outside Legal Counsel ("Policy") shall supplement any related Agreement between the Firm and the City. To the extent one or more provisions of the Policy are inconsistent with the terms of the Agreement, the Agreement will govern as to the inconsistent Policy provision. III. THE FIRM'S PROVISION OF LEGAL SERVICES A. The Firm's Staff 1. Concurrent with execution of the Agreement, the Firm shall advise the Reviewing City Attorney which lawyer(s) in the Firm will provide such legal services. Firm shall not use or bill for additional lawyers or staff without prior approval by the Reviewing City Attorney. 2. Unless otherwise agreed to by the Reviewing City Attorney, only one attorney from the Firm shall attend meetings. The City will not pay for the participation or attendance of more than one attorney at events absent the Reviewing City Attorney's prior written approval. 3. As the Firm has been retained due to its expertise, the City will not pay and the Firm shall not bill or invoice for any time spent or expenses incurred in educating Firm members or employees in procedural matters or the substantive law applicable to the legal matter the Firm is reviewing for the City. City of Fort Worth's Policy on the Engagement of Outside Counsel P a g e I 1 4. The City acknowledges that staffing changes at the Firm may be necessary from time to time. However, once the Firm's attorneys or legal assistants have begun reviewing a legal matter for the City, the City will not pay, and the Firm will not bill or invoice, for any resulting "downtime," "learning time," or expenses that may result from a staffing change at the Firm. B. Coordination of Work with the City Attorney's Office The Firm shall inform the Reviewing City Attorney of any relevant developments relating to the legal matter being handled by the Firm. 1. If the Reviewing City Attorney needs to be present at a meeting with the Firm, then the Firm shall schedule the meeting at a time and place convenient for the Reviewing City Attorney. 2. The Firm must promptly provide drafts of any original briefs, pleadings, legal memos, or other documents ("Documents") it creates in the course of handling a legal matter for the City to the Reviewing City Attorney, for his or her approval and a copy of documents once finalized. The City shall not pay the Firm for the fees and expenses the Firm incurs in creating such Documents until the Firm provides them to the Reviewing City Attorney. 3. The Firm shall ensure that the Reviewing City Attorney receives copies of any legal opinions memorandums or presentations in a timely manner. 4. The Firm shall issue no press release, announcement or other release of information relating to legal matters on which it represents the City (or any party the City employs Firm to represent) without the prior consent of the Reviewing City Attorney. 5. The Firm must include the Reviewing Attorney in any correspondence or meetings with City staff unless otherwise agreed to by the Reviewing Attorney. C. Legal Resources 1. The Firm's Use of the City Attorney's Office's Legal Resources a. In order to reduce the City's legal costs where practicable, the Firm's attorneys shall make use of the legal personnel in the City Attorney's Office, as well as any other personnel or facilities of the City. The Reviewing City Attorney will assist the Firm in coordinating such activities. b. Prior to undertaking a legal research project, the Firm shall ask the Reviewing C it Attorney to provide any research the City Attorney's Office has already performed regarding the legal matter the Firm is to handle for the City. Further, before the Firm undertakes a legal research project, the Reviewing City Attorney's prior approval is required. 2. Firm's Use of Other Legal Resources. When handling a legal matter for the City, the Firm shall use paralegal personnel whenever possible in order to reduce the City's overall legal costs. City of Fort Worth's Policy on the Engagement of Outside Counsel P a g e 12 IV. PAYMENT A. The Firm's Budget and Billing Policies 1. Before the Firm begins handling a legal matter for the City, it shall provide to the Reviewing City Attorney an initial budget which shall include, at a minimum, a list of each specific legal service the Firm shall perform for the City, and include: a. A detailed estimate of all fees, expenses, and costs the Firm shall charge for each legal service to be performed by the Firm; b. The identity and billing rate of each of the Firm's attorneys and paralegals who are to perform each legal services; and c. The amount of time the Firm expects to take to perform each legal service. 2. The Firm shall update its budget every six months or more frequently when requested by the City Attorney or Reviewing City Attorney. The Firm shall provide a copy of each revised budget to the City Attorney and Reviewing City Attorney, and shall point out and explain each material modification or change from previous budgets. 3. If it becomes apparent to the Firm that it will exceed its budget, the Firm must promptly notify the Reviewing City Attorney in writing, describing in detail the reason(s) why the Firm expects to or has overrun its budget. 4. The City will not pay any amount in excess of the Firm's budget without the prior written approval of the City Attorney and, where appropriate, the City Council. 5. Invoices are to be submitted on or before the first business day of the month following the month in which services are rendered and expenses incurred. Failure to submit timely invoices each month may result in the City denying or reducing payment for the invoiced amounts to the extent the invoiced amounts are (a) unverifiable or disputed by the Reviewing City Attorney or (b) otherwise prohibited or restricted as described in Section V, Monitoring Contract Funds. B. The Firm's Legal Fees 1. The Firm shall bill the City on a monthly basis as follows: a. The Firm shall identify the total amount to be charged to the City for all legal services provided by the Firm. b. The Firm shall provide a billing report for each specific legal service performed by the Firm as identified in the Firm's budget. For each such legal service, the billing report shall record: 1. each date on which the legal service was performed, City of Fort Worth's Policy on the Engagement of Outside Counsel P a g e 13 2. the time expended performing legal services on each date, 3. each member of the Firm, who performed this legal service during this day, 4. the billing rate of each member of the Firm so identified, and 5. the total charge for performance of the legal service by each Firm member during this day and time. A sample of this billing report is included in Exhibit `B P. 2. All time billed by the Firm shall be in increments of 6 minutes (1/10 of an hour) and shall specifically identify the legal service performed by the Firm's personnel during that time, in accordance with the list of legal services identified in the Firm's budget. 3. Block billing is unacceptable. Any bills received by the City containing block billing will be rejected and returned to the firm for more detailed billing information. Each task and its corresponding time entry shall be identified separately. 4. If the Firm expects to be compensated for a conference between two or more of the Firm's personnel without any participants from outside the Firm, then; a. The Firm employees shall not each charge the City for their time spent participating in the conference at their individual hourly billing rates. Instead, the Firm shall be compensated for the conference at an amount that is equal to a "special conference hourly billing rate" multiplied by the length of the conference (in hours). The "special conference hourly billing rate" shall not exceed 150% of the highest billing rate associated with the conference, which the Firm may determine in either of the two following ways: 1. As equal to the per -hour billing rate of the Firm employee participating in the conference with the highest per -hour billing rate, or 2. As equal to the pro rata billing rate for the conference, which shall be calculated as follows: a. Each member's hourly billing rate is multiplied by the number of hours that member participated in the conference; b. Each member's individual per -hour billing rate charge is added together to arrive at the total amount of charges associated with the conference; and c. The total amount of charges associated with the conference is divided by the number of Firm members participating in the conference. City of Fort Worth's Policy on the Engagement of Outside Counsel Page 14 b. The Firm must justify such an expense in writing at the time the bill for such a meeting is presented to the City, including a description of how the Firm arrived at the "special conference hourly billing rate" charged to the City for this conference. 5. The Public Information Act makes attorney fee invoices public. The Firm should exercise caution in the information included in the billing invoice to avoid waiver of confidential or privileged information. As an example, disclosure of consulting expert's names in a billing invoice should be avoided. C. The Firm's Expenses 1. The City shall reimburse the Firm for the actual cost of out-of-pocket expenses incurred by the Firm which are related to the legal matter the Firm handles for the City, as follows: 2. Specific Expense Provisions a. Photocopy Expenses. 1. Any photocopy expenses incurred by the Firm at a cost of more than 10 cents per page must be approved in advance by the Reviewing City Attorney. 2. Any photocopy costs in excess of $500 for a single job must be authorized in advance by the Reviewing City Attorney. The Firm's request for approval of such photocopy costs must be accompanied by cost estimates provided by at least three (3) photocopy vendors, one of which may be the Firm itself. 3. Notwithstanding (1) and (2) above, the Firm shall use vendors such as court reporters and copying services under contract with the City whenever possible. The Firm should ask the Reviewing City Attorney to identify such contracts for its use. b. Travel Expenses. 1. The Firm shall exercise prudence in incurring travel expenses. Travel expenses for lodging, meals, and out-of-town transportation shall be at reasonable rates and consistent with the City's travel policies. Where feasible, meetings shall be handled virtually unless otherwise requested by the Reviewing City Attorney. It shall be the Firm's responsibility to apprise itself of the City's travel policies; if clarification of such policies is required, the Firm may contact the Reviewing City Attorney for such clarification. 2. The Firm shall not charge for any time a Firm member spends traveling or providing legal services during travel, unless otherwise approved in advance by the Reviewing City Attorney. City of Fort Worth's Policy on the Engagement of Outside Counsel P a e 15 3. Whenever the Firm wishes to have more than one Firm member incur travel expenses related to the legal matter the Firm is reviewing for the City, the Firm must request and obtain advance approval from the Reviewing City Attorney for such travel expenses. This requirement applies regardless of whether the different Firm members incur travel expenses at the same time or at different times. 4. The Firm shall not charge for time or mileage while traveling within the City limits. c. Telephone / Telecommunications Expenses. 1. The City shall not pay for any of the Firm's local telephone expenses. 2. The maximum time the City shall pay for the Firm's long-distance phone calls related to the legal matter the Firm is reviewing for the City (whether incurred for voice or data transmission) is six (6) minutes, unless the Firm provides a detailed explanation justifying payment for a longer period. 3. The City shall not pay for the following unless agreed to in advance and in writing by the Reviewing City Attorney: a. Fax charges for local numbers; b. Fax charges for long distance numbers at more than the cost of the call. d. The City shall not pay any of the following out-of-pocket expenses incurred by the Firm unless such payment is agreed to in advance by the R e v i e w i n g City Attorney: 1. Secretarial or word processing services (normal, temporary, or overtime); 2. Any staff service charges, regardless of when such charges are incurred, such as meals, filing, or proofreading. e. The following Firm expenses shall not be paid for by the City in any event: 1. Office supplies. 2. Firm time spent responding to the City's billing inquiries or preparing bills, billing estimates, expense reports, budgets or status reports; 3. Overhead, including but not limited to, after-hours air conditioning or heating and online legal research service fees (including but not limited to any Westlaw or Lexis charges or fees), however characterized. City of Fort Worth's Policy on the Engagement of Outside Counsel P age 16 3. The Firm shall bill the City for its expenses by submitting invoices detailing the following for each expense for which the Firm wishes to be reimbursed: a. Identification of the legal service performed for the City in which the Firm incurred the expense; b. Identification of the specific expense incurred by the Firm, including but not limited to: 1. Long distance calls to the extent permitted under Section C(2)(c) as a reimbursable travel expenses; 2. Photocopying; 3. Cost of transcripts; 4. Cost of expert witnesses; and 5. Court costs. c. If the expense is a travel or out-of-town living expense, then the Firm shall itemize such expenses separately on an attached form and describe in specific detail the type of expense incurred and where applicable, the person incurring the charge or participating in the event. Allowable costs are: 1. Travel; 2. Lodging; 3. Business meetings; 4. Meals; 5. Taxis and similar ride -sharing or transportation network vehicles (e.g. Uber, Get Me, or Lyft); and 6. Case -related long distance telephone or fax charges. d. In addition to the above invoices, the Firm must also submit receipts or other documentation verifying each expense for which the Firm expects to be reimbursed by the City. D. Audits and Reviews 1. For a period of four years following the termination or expiration of the Agreement, representatives of the City may audit the Firm's invoices, billings, and invoicing and billing City of Fort Worth's Policy on the Engagement of Outside Counsel P age 17 practices respecting the legal services the Firm provides to the City. 2. The Reviewing City Attorney shall review all bills and invoices and may request that the Firm reasonably adjust such bills and invoices to comply with the provisions and directives contained in this Policy. V. MONITORING CONTRACT FUNDS It is the Firm's responsibility to closely monitor expenditures under the contract and to notify the appropriate Reviewing City Attorney, in writing, when fees and expenses equal to 80% of the total contract funding have been accrued or committed, even if they have not yet been billed. At this point, the Firm shall stop providing services, unless instructed otherwise by the Reviewing City Attorney or City Attorney, until notified in writing that the City has allocated additional funding. The City has no obligation to pay for invoiced amounts in excess of the 80% allocation in the absence of prior, written approval from the City Attorney. THE CITY SHALL NOT HAVE ANY OBLIGATION TO PAY AND SHALL NOT PAY FOR SERVICES RENDERED OR EXPENSES INCURRED AFTER ALLOCATED FUNDS ARE EXHAUSTED. VI. CONFLICTS The FIRM must be free of conflicting interest. By agreeing to represent the City in this matter the Firm agrees that their representation has been approved by CITY and by any clients of the Firm who must also consent to the representation due to any conflict. The FIRM may not represent a client whose position may be adverse to the CITY in any other matter without obtaining the CITY's prior written consent to the adverse representation. VII. TERMINATION Despite the termination provisions set out in the professional services contract agreement between the City and the Firm, the Firm shall not terminate the agreement and stop providing legal services to the City in the following situations: A. Within 30 days of a deadline stated in the applicable docket control order; B. Within 60 days of a trial setting or administrative hearing or any appellate deadline in the cause in question; or C. In any other situation in which the Firm's termination of legal services would result in substantial prejudice to the City's rights. The Firm may withdraw in accordance with the Texas Disciplinary Rules of Professional Conduct. THIS PROHIBITION OF TERMINATION OF THE AGREEMENT UNDER CERTAIN CIRCUMSTANCES DOES NOT AFFECT THE FIRM'S OBLIGATION TO SUSPEND THE PROVISION OF SERVICES UNDER SECTION V ABOVE. City of Fort Worth's Policy on the Engagement of Outside Counsel P a g e 18 Exhibit "All' FIRM LETTERHEAD PRIVILEGED AND CONFIDENTIAL DATE City Attorney City of Fort Worth 200 Texas Street Fort Worth, Texas 776102 Attention: Name of Reviewing City Attorney INVOICE NUMBER: 2304 (ACH and Electronic Transfer information optional) For Professional Services rendered from [June 1, 2016 to June 30, 2016] Re: Agreement of (Brief description of legal matter) (Style of case if in litigation), Professional Services Date Name Activity Hours 06-04-2016 RPS Meet with Ms. Jones regarding facts of the 1.10 case and strategy 06-07-2016 MGI Draft City's Plea to the Jurisdiction 0.80 06-24-2016 MGI Prepare Motion for Summary Judgment 1.00 06-26-2016 RPS Review plaintiffs response to City's MSJ on 0.20 Limitations 06-28-2016 MGI Attend pretrial conference 2.10 Professional Services Total Hours Amount $ City of Fort Worth's Policy on the Engagement of Outside Counsel Page 19 Time Summary Initials Name Hours Rate Amount RPS Robert Paul Smith 3.40 $340.00 $816.00 MGI Marta Gomez Ibarra 1.80 $220.00 $396.00 Additional Charges: (documentation attached) Photocopies Long -Distance Telephone Charges Total Expenses Total amount of this bill Amount Remaining in Contract (as of date of bill) Balance Due 07-01-2016 Amount $15.24 5.32 $20.56 $1232.56 $2000.00 $1232.56 City of Fort Worth's Policy on the Engagement of Outside Counsel Page 110 BakerHostetler What to Expect When You Expect to Notify ■ Assess whether you need a forensic firm — use for credibility, capability, and capacity. ■ Ensure forensic artifacts are preserved, and begin to gather them. ■ Generally, engage a forensic firm through legal counsel (two-party MSA and a three -party SOW that adds legal counsel). — Conduct an initial scoping call (with a team that can describe the environment and available artifacts). — Request MSA/SOW and an estimate of fees or a not -to -exceed amount. ■ Upon engagement, focus on getting the forensic firm visibility quickly. ■ Set a status call schedule. If needed, separate certain technical, deployment, and containment calls. ■ Consider using a project manager who does not have a substantive role. ■ Assess whether engaging law enforcement could support the investigation. ■ Keep a timeline of significant events. ■ Consider need for and timing of a legal hold. Take appropriate measures to preserve attorney -client privilege. Key. Forensic findings drive speed to containment and decisions on notice and timing of notice. ■ Identify data elements at risk and states/countries of affected individuals. ■ Identify required notification timelines for individuals and regulators, and develop critical path plan to meeting the deadlines (see Mail Vendor section for deliverables and lead time). ■ Determine whether intervening events might require earlier notification (e.g., 10-0 filing due before forensic investigation is complete). ■ Begin preparing communications playbook as a parallel effort to the forensic investigation so notification can occur as close in time as possible to having investigation findings. ■ Prepare a master notification letter version, get consensus on that version, then use that language to build out state%ountry-specific letter versions, FAQs, and other communication documents. Key: Notification laws apply based on state of residence of affected individuals. ■ At the outset, prepare a reactive media holding statement. Update the statement as milestones (e.g., containment) are reached. ■ Consider whether to engage a crisis communications firm. ■ Build and update the reactive holding statement and final notice as part of the communications playbook in parallel to the forensics investigation. ■ If substitute notice will occur, identify the steps necessary to post a link on the website home page that leads to content on a subpage. ■ Ensure that the website post is operating, accurate and can handle the expected volume of traffic prior to issuing the press release. Key. Speed of providing media notification is not usually rewarded, and is more likely to lead to mistakes for which there are consequences. Incident Response Timeline Incident Response Timeline (median) 12 3 34 38 Days Days Days Days Occurrence to Discovery Discovery to Containment Time to Complete Forensic Discovery to Notification Investigation Source: 2020 BakerHostetler Data Security Incident Response Report ■ If you are a covered entity or ■ Ensure that the payment card ■ Most companies use a vendor for business associate and protected forensic investigator (PFI) you contact mailing and call center services. health information (PHI) is at risk, does not have a conflict and can ■ Most mail vendors require all determine if any exceptions apply, operate in all jurisdictions in scope. deliverables 5 days in advance of and apply the four -factor risk ■ Consider the evidentiary needs of mailing. Deliverables are: (1) all letter analysis. the PFI when taking containment versions, (2) FAQs for the call center, ■ Provide notification to individuals measures prior to the engagement (3) letterhead and logo, (4) signature (within 60 days) and Office for Civil of a PFI. for letter, and (5) mailing list. Rights (OCR): ■ During investigation, begin looking ■ The call center will answer calls - For incidents involving 500 or ahead to PC] DSS revalidation using the FAQs. Calls not addressed more individuals, notice to OCR and deployment of more secure by the FAQs get escalated to the occurs at the same time as technology (e.g., P2PE, tokenization). company. Identify who will return individual notice. ■ The payment card networks usually escalated calls, return time (e.g., two - For incidents involving fewer than ask for an advance copy of a business days) and how the calls will 500 individuals, notice to OCR is notification press release. be tracked. required within 60 days after the ■ If there are multiple affected locations Key: Remember to factor in the end of the calendar year. with different at -risk time frames, 5-day lead time to meet notification - Substitute notification is consider using a search feature to deadlines. required if address information allow location look -up. is unavailable for 10 or more ■ One of the most common customer individuals. questions is whether you can tell - Press release must be issued in them what specific card was all markets where 500 or more involved, so consider adding the last notified individuals reside. four digits of the card number to the ■ Remember to obtain a business notice letter if available. associate agreement (BAA) with Key: The PFI report is not subject the law firm, forensic firm, and mail to attorney -client privilege and third vendor. parties know to ask for it, so work to Key: OCR investigates all incidents develop an accurate and favorable affecting more than 500 individuals. report. bakerlaw.com Recognized as one of the top firms for client service, Bakerl-lostetler is a leading law firm that helps clients around the world address their most complex and critical business and regulatory issues. With six core practice groups - Business, Digital Assets and Data Management, Intellectual Property, Labor and Employment, Litigation, and Tax - the firm has nearly 1,000 lawyers located coast to coast. For more information, visit bakerlaw.com. Baker & Hostetler'_LP publica!ions inform our clients and friends of :ha firm about recent legal dmelopreents. Toffs publication is for Informational .wposes only and does not constitute an opinion of Baker 3 Haslaller UP. Da not I,ly ,,n Iols pucllca;ion wi7hnut seeking legal counsel. © 202o BakerHostetler"" 04.0520.11277Px1 ■ Based on state/country of affected individuals, identify whether there are obligations to notify regulators. ■ In some states/countries, the obligation to notify regulators occurs before the obligation to notify individuals. ■ Identify content reporting obligations (e.g., date of discovery, measures taken to prevent reoccurrence). Key: In the US, there are 26 states that require notice to the state Attorney General when residents of that state are notified. Certificate Of Completion DocuSign- Envelope Id: 8364740E2709413118366963AE93F59BC Status: Completed Subject: Complete with DocuSign: LLIR20_Revised City_of_Fort_Worth_Engagement_Letter.docx, City of Fort ... Source Envelope: Document Pages: 21 Signatures: 1 Envelope Originator: Certificate Pages: 5 Initials: 0 Aimee Lott AutoNav: Enabled 1375 E. 9th Street Envelopeld Stamping: Disabled Cleveland, OH 44114 Time Zone: (UTC-05:00) Eastern Time (US & Canada) alott@bakerlaw.com IP Address: 38.110.9.12 Record Tracking Status: Original Holder: Aimee Lott 7/17/2023 2:38:31 PM alott@bakerlaw.com Signer Events Signature Valerie Washington DocuSlgned by: Valerie.Washington@fortworthtexas.gov C`'"� (�aS�ttnibin CEE888FC5581478... Assistant City Manager Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 204.10.90.100 Electronic Record and Signature Disclosure: Accepted: 7/17/2023 6:44:14 PM ID: 9067783a-11 f1-47b6-b80f-8e7845f6a7ab In Person Signer Events Signature Editor Delivery Events Status Agent Delivery Events Status Intermediary Delivery Events Status Certified Delivery Events Status Carbon Copy Events Status Aimee Lott COPIED alott@bakerlaw.com Legal Secretary BakerHostetler Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign John Hutchins I COPIED jutchins@bakerlaw.com Partner Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 2/23/2023 5:50:33 PM ID: 566d4fed-d6c6-4873-af50-Oce2fd41 fd26 Location: DocuSign Timestamp Sent: 7/17/2023 2:42:41 PM Resent: 7/17/2023 4:14:23 PM Viewed: 7/17/2023 6:44:14 PM Signed: 7/17/2023 6:44:29 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 7/17/2023 2:42:41 PM Sent: 7/17/2023 2:42:42 PM Carbon Copy Events Status Timestamp Tyler Wallach I COPIED Sent: 7/17/2023 2:42:42 PM tyler.wallach@fortworthtexas.gov Viewed: 7/17/2023 3:55:26 PM Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/17/2023 2:42:42 PM Envelope Updated Security Checked 7/17/2023 4:12:31 PM Certified Delivered Security Checked 7/17/2023 6:44:14 PM Signing Complete Security Checked 7/17/2023 6:44:29 PM Completed Security Checked 7/17/2023 6:44:29 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 1/30/2020 9:10:07 AM Parties agreed to: Valerie Washington, John Hutchins ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Baker Hostetler LLP (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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