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We are not currently requiring an Advance Fee Deposit for this matter. Should the <br />circumstances or activities in this representation require it, however, we may require an Advance <br />Fee Deposit in the future, as described in the attached Terms and Conditions. <br />Similar to the engagement letter we had with Hopping Green and Sams ("HGS"), we <br />have added a provision to this Gunster engagement letter by which Indian River County waives <br />any conflict of interest that would relate to Gunster representing current and future Gunster <br />clients in matters before the County, including possible litigation that may arise from or is related <br />to such matters, as well as in eminent domain matters in which the County is a parry — except <br />that Gunster agrees not to represent any entity adverse to the County's Utility Services <br />Department or the County's Solid Waste Disposal District in any subsequent litigation, <br />proceeding, or transaction arising out of or related to this current Matter (similar limitations as in <br />the HGS engagement letter). <br />You requested that we commence our work immediately even before you have signed <br />this letter agreement. By accepting our services, you agree to pay for such services on the terms <br />discussed in this Engagement Letter and in the attached Terms and Conditions. If you do not <br />agree with this arrangement, please notify me immediately, so we can stop all work. <br />We ask that you please do the following at your earliest convenience: <br />Review this Engagement Letter and the attached "Terms and Conditions" for the <br />terms of our representation; <br />If this Engagement Letter and the attached "Terms and Conditions" meet with <br />your approval, please sign this letter in the space provided below and return to us <br />via e-mail. <br />Should you have any questions or concerns about our service, work product, billings, or <br />any other aspect of our engagement, please let me know immediately so that we may address the <br />situation and best respond to your needs. On behalf of our Firm, thank you for selecting Gunster <br />to represent you. We appreciate your confidence in assigning us this important matter and we <br />look forward to assisting you. <br />Sincerely, <br />Eric T. Olsen <br />Enclosures <br />57 <br />