LEGAL SERVICES AGREEMENT AND LETTERWilliam D. Brinton 1301 RiveTlace$oulewird- Suitc 1500
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A T T o R N E v s A T L A W 904. 346 . 5537 904.396.0663 Fax
WB6Titon@rdaw.com wwwsdaw.crnn
Received
MAY 0 5 2010
City Manager's Office May 3, 2010
City of Clearwater, Florida
c/o William B. Horne, II, City Manager
Post Office Box 4748
Clearwater, Florida 33758-4748
Re: Representation by Rogers Towers, P.A.
Dear Mr. Horne:
On behalf of the firm, I would like to set forth the terms of our prospective engagement to
consult with the City of Clearwater in connection with its land development regulations
pertaining to signage. As part of our routine in opening new matters, we provide a letter to the
client to confirm our representation and to describe generally the services to be performed, as
well as the basis for compensation.
Nature of Representation
This letter confirms our agreement to represent the City of Clearwater in connection with
the services described in the attached Legal Services Agreement. We understand that our
representation pursuant to this letter will be limited to those services. If you desire any
additional legal services, please advise us so that we may prepare a separate letter describing
those services and the fees to be charged for the same.
Fees and Costs
Our fees for legal services are based on the time spent by William D. Brinton and a legal
assistant, Rachel Cocciolo, and are charged in 1/10th hour increments. We will bill you for our
services on a monthly basis based on the billing rates we have agreed upon. I will do the
majority of the work involved in this proposed engagement. The billing rate we have agreed
upon is $250.00 per hour, a rate reduced from my usual fee. I expect that my paralegal Rachel
Cocciolo may complete some portion of the work on this matter, and her rate is $90.00 per hour.
Payment of our monthly invoices is due within thirty (30) days. We will include
compensable expenses, as defined in the attached Legal Services Agreement.
This assignment will be undertaken for an amount not to exceed $10,000.00.
City of Clearwater, Florida
May 3, 2010
Page 2
Additional Terms
In undertaking this representation, we have taken precautions to determine whether the
firm has any conflicts of interest with other clients. We are a relatively large firm, and we
represent many other entities and individuals. It is possible that some of our present or future
clients will have disputes or transactions with you during the time that we are representing you.
Therefore, as a condition to our undertaking the representation described herein, you agree that
this firm may continue to represent or may undertake in the future to represent existing or new
clients in any manner that is not directly adverse to the City of Clearwater.
Security and Integdly of Communications
During the course of our representation, we may have the opportunity to correspond
using numerous communication mediums. In addition to traditional delivery methods, such as
postal service and telephone communication, constantly developing technology offers further
means that are generally accepted and used by individuals and businesses. For convenience and
expediency, we may utilize these other means, which include facsimile, cellular and cordless
telephones, and electronic mail. It is important to understand that these mediums are not
necessarily secure from interception or alteration by others and may not receive protection under
state or federal law. Transmitted information is capable of interception and immediate
reproduction, alteration, and widespread distribution at relatively little cost or effort. Rogers
Towers intends to use these mediums to communicate with you and others during the course of
our representation. However, we should each be aware of the security concerns and take these
issues into consideration when using these means of communication.
If you find the arrangements outlined above are satisfactory, please sign the enclosed
copy and return it to us. If you have any questions about the contents of this letter, or any other
matter, we would welcome them.
We sincerely appreciate the opportunity to represent you in this matter, and we look
forward to a pleasant, successful relationship.
Very truly yours,
ROGERS TO , P
By:
William 15. Brinton
Agreed to this 1 day of May, 2010.
f! P?- , ",
William B. Horne, II
City Manager
LEGAL SERVICES AGREEMENT
THIS AGREEMENT is made on the day of 2010, by and
between the CITY OF CLEARWATER, FLORIDA, Post Office lox 4748, Clearwater,
Florida 33758-4748 (the "City") and the law firm of Rogers Towers, P.A., 1301 Riverplace
Boulevard, Suite 1500, Jacksonville, Florida 32207-9047 ("Counsel").
WITNESSETH:
WHEREAS, the City wishes to retain a firm to serve as Counsel in the following
matters: review portions of the Community Development Code, make recommendations
as to any necessary amendments, and review recommendations of stakeholder groups.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto do hereby agree as follows:
SECTION 1. AUTHORIZATION TO PROCEED AS COUNSEL. Counsel is hereby
authorized to provide services as described in this Agreement and for the professional
fees described in this Agreement.
SECTION 2. SCOPE OF SERVICES. Counsel hereby agrees to provide its
professional services for the following matters: review portions of the Community
Development Code relating to signs and related matters, make recommendations as to
any necessary amendments, and review recommendations of stakeholder groups.
SECTION 3. PROFESSIONAL FEES FOR SERVICES. The City and Counsel
agree to a rate of $250.00 per hour for attorney services for William D. Brinton, together
with a rate of $90.00 per hour for paralegal services for Rachel Cocciolo. The maximum
fees and compensable expenses paid pursuant to this Agreement shall be $10,000.00,
unless amended as provided in Section 8 below.
SECTION 4. TERM. This Agreement will be effective upon approval by the City
Council.
SECTION 5. COMPENSABLE EXPENSES. Reimbursement of expenses shall be
made by the City to the firm for reasonable out-of-pocket expenses as determined by the
City Attorney without markup, including but not limited to long distance calls and
facsimiles, copying or reproducing documents, postage, court costs, parking costs and
travel incurred by Counsel in performance of the duties hereunder. Travel and per diem
costs as well as auto travel expenses shall not exceed that which is available to City of
Clearwater employees.
SECTION 6. INSURANCE. Counsel shall procure and maintain during the life of
this Agreement professional liability insurance in an amount of $15,000,000 or more. This
provision shall survive the termination of this Agreement.
SECTION 7. CONFLICT OF INTEREST. It is understood by the City and Counsel
that Counsel is not aware of any clients of the firm that currently present any conflict
between the interests of the City and other clients of Counsel. If any potential conflict of
interest arises during the time Counsel is representing the City, Counsel will promptly
inform the City. The City is under no obligation to agree to permit the conflict
representation.
SECTION 8. CONSTRUCTION AND AMENDMENTS. This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida. This
Agreement may be amended only by a writing duly entered into by the City and Counsel.
SECTION 9. CANCELLATION OF AGREEMENT. The City or Counsel may
cancel or terminate this Agreement upon ten days advance written notice to Counsel. In
the event of cancellation, Counsel shall immediately cease work hereunder and shall be
reimbursed for eligible and documented reimbursable expenses incurred prior to the date
of cancellation. Further, it is understood and agreed between the City and Counsel that
William D. Brinton, Esquire, will be the lead attorney assigned by the firm to provide the
services contained herein. The City in its absolute discretion may immediately terminate
this Agreement upon written notice to the firm if the services of this attorney are
unavailable to the City.
SECTION 10. ATTORNEYS FEES. In the event that either party seeks to enforce
this Agreement through attorneys at law, then the parties agree that each party shall bear
its own costs and that jurisdiction for such an action shall be in a court of competent
jurisdiction in Pinellas County, Florida.
IN WITNESS WHEREOF, the City and Counsel have executed this Agreement as
of the date first written above.
Countersigned:
, "e 5 -- >' V
Frank V. Hibbard
Mayor
CITY OF CLEARWATER, FLORIDA
William B. Horne II
City Manager
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Approved as to form:
Pamela K. Akin
City Attorney
Attest:
:hia E. Goudeau
Clerk
ROGERS, TOWERS, P.A.
By:
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illiam D. Brinton