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McDermott <br />Will & Emery <br />Boston Brussels Chicago Dallas Dusseldorf Frankton Houston London Los Angeles Miami <br />Milan Munich New York Orange County Paris Rome Seoul Silicon Valley Washington, D.C. <br />Strategic alliance with MWE China Law Offices (Shanghai) <br />January 9, 2018 <br />Mr. Dylan Reingold <br />County Attorney <br />Indian River County <br />1801 27thStreet <br />Vero Beach, FL 32960-3365 <br />Re: 2018 Retention Agreement <br />Dear Mr. Reingold: <br />Stephen M. Ryan <br />Attorney at Law <br />sryan®mwe.com <br />+1 202 756 8333 <br />Privileged and Confidential <br />Attorney/Client Communication <br />Thank you for again selecting McDermott Will & Emery LLP ("McDermott") to represent <br />Indian River County, Florida (the "County") with respect to its federal government advocacy <br />efforts to complement the County's ongoing legal and state government advocacy efforts related <br />to the proposed All Aboard Florida ("AAF") passenger rail project and related increases in <br />freight rail, from February 1, 2018 through July 31, 2018. <br />The terms of our representation are set forth in this letter and in the Additional Terms of <br />Engagement ("Additional Terms") that accompany this letter. Our attorney-client relationship <br />will continue when the County and McDermott have agreed to the material terms of our <br />engagement. <br />Former Congressman Jeff Miller and I will continue to be principally responsible for services <br />provided to the County and will be assisted by Ms. Erica Stocker. As circumstances warrant, <br />other lawyers or non -lawyer professionals will be assigned to work on the County's matter. <br />It is important that all information provided to us is complete, accurate and up to date so that we <br />can represent your interests fully. Accordingly, please ensure that we are notified of any changes <br />or variations to that information which may arise after the date it is provided to us, as well as any <br />new circumstances which might be relevant to the work we are undertaking for you. <br />Our fees reflect the value of our services and are based on hourly billing rates that take into <br />account the complexity of the matter, the skill and experience required to perform the services, <br />the time constraints imposed by the circumstances, the size of the matter, and the efficiencies we <br />bring to bear on the matter, among other factors. We have agreed to charge a fixed fee of <br />$10,000 per month, plus any disbursements such as domestic travel, beginning February 1, 2018 <br />U.S. practice conducted through McDermott Will & Emery LLP. 13 <br />500 North Capitol Street, N.W. Washington DC 20001-1531 Telephone: +1 202 766 8000 Facsimile: +1202 756 8087 www.mwe.com <br />