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ENGAGEMENT LETTER AND ATTORNEY-CLIENT AGREEMENT - 800 MHZ RE-BANDING SI-illLMAN ROGERS GANDAL PORDY & ECKER,PA Lawrence A Shulman Donald R. Rogers Karl L. Eckert David A. Pordy + David D. Freishtat Martin P. Schaffer Christopher C. Roberts Edwatd M. Hanson, Jr. David M. Kochanski James M. Kefauver t Rohert B. Canter Daniel S. Krakower Kevin P. Kennedy Nancy P. Regelin Samuel M. Spiriros + Mattin Levine Worthington H. Talcott, Jr. + Fred S. Sommer Morton A. Faller Alan S. TIlles James M. Hoffman Michael V. Nakamura Jay M. Eisenherg+ Douglas K. Hirsch Ross D. Cooper Glenn C. Erelson Karl J. Prodl, Jr. + Tunothy Dugan + Kim Viti Fiorentino Sean P. Sherman + Gregory D. Grant+ Jacob S. Frenkel" William C. Davis, III Rebecca Oshoway Alan B. Stemstcin Michael J. Froehlich Sandy David Baron Christine M. Sorge Michael L. Kabik Jeffrey W. Rubin Simon M. Nadler Scott D. Muscles Karl W. Means Michelle R. Curtis. Mimi L. Magyar Glenn W.D. Golding+ Michael J. Lichtenstein Bruce A Hcnoch Jcremy W. Schulman William F. Askinazi Matthew M. Moore + Jeannie Eun Cho Debra S. Friedman- Eric J. von Vorys Gary I. Horowitz Heather L. Howard+ Stephen A. Metz Hong Suk "Paul" Chung Partick J. Howley Carmen J. Morgan- Kristin E. Draper- Heather L. Spurrier- Andre L. Brady Melissa G. Bernstein Patricia Teck Jacob A. Ginsberg John D. Sadler Marc E. Pasekoff Erin J. Ashbarty Alexis H. Peters- Meredith S. Abrams John D. Adams Kristen Munger- Michael T. Ebaugh David B. Kramer Lauren J. Pair Anne Marie Vassallo- Matthew D. Alegi" Joann J. Wang-+ Chris copher W. Poverman Of COMnsef Larry N. Gandal Jeffrey A. Shane Leonard R. Goldstein Richard P. Meyer 0 Larry A Gordon- David E. Weisman Lawrence Eisenberg Deborah L. Moran Sco[t D. Field Special Counsel Philip R. Hochbergo Marylond and D.C. =ept os noW; + Virginia also 0 D.C. only - Maryland only t Retired Writer's Direct Dial Number: 301/231-0930 atilles@srgpe.com VIA ELECTRONIC MAIL City of Clearwater c/o Laura Lipowski P.O. Box 4748 Clearwater, FL 33758 March 23,2006 Re: Engagement Letter and Attorney/Client Agreement 800 MHz Re-banding Dear Ms. Lipowski: This letter will confirm our understanding regarding this Firm's representation ofthe City of Clearwater, Florida, in connection with re-banding negotiations with Nextel Communica.tions. As discussed, I will be the attorney primarily responsible for your legal work although other Firm personnel may assist me, as we deem appropriate. Weare looking forward to a long and pleasant relationship with you and sincerely hope that we will be able to render the services which you require in a manner which will be of the greatest assistance to you. 11921 Rockville Pike, Rockville, Maryland 20852-2743 · Tel: (301) 230-5200 . Fax: (301) 230-2891 Washington, D.C. Office: (202) 872-0400 . Greenbelt, Maryland Office: (301) 699-9883 . Tysons Corner, Virginia Office: (703) 684-5200 E-mail: lawfirm@srgpe.com . Internet: www.shulmanrogers.com SHULMAN ROGERS GAND\L PORDY & ECKER,PA If the foregoing, together with the Attorney-Client Agreement, is acceptable to you, please sign the enclosed copy of this letter below and return it to us. Should you have any questions regarding our representation, please do not hesitate to communicate with me. Sincerely, SHULMAN, ROGERS, GANDAL, PORDY & ECKER, P.A. By 0JhJ~ Alan Tilles AST /rmb T:032406 Enclosure: Attorney/Client Agreement APPROVED AND ACCEPTED: Countersigned: CITY OF CLEARWATER, FLORIDA --/~ j/ ~ By:~~O~7>.~-n Fr{nk V. Hibbard William B. Home II Mayor City Manager Approved As To Form: Attest: La:i!Ski - Ass/tant City Attorney SHULMAN, ROGERS, GANDAL, PORDY & ECKER, P.A. Billioe: Policy Shulman, Rogers, Gandal, Pordy & Ecker, P.A. provides clients with timely detailed statements for professional services performed and out-of-pocket expenses incurred. Bills are typically rendered monthly and are due and payable upon receipt. However, the firm recognizes that the project which is the subject of this representation, a Re-tuning Agreement with Nextel Communications, Inc. ("Nextel") may result in the payment by Nextel or the 800 MHz Transition Administrator ('T A") of legal fees at the conclusion of the project and may result in the Firm rendering bills at certain milestones in the project. In such an event, the Firm will waive its normal policy, and expect all fees to be paid by the City of Clearwater immediately upon receipt by the City of compensation from Nextel or the T A. Alternatively, the City of Clearwater may, at its own discretion, elect to have the Firm's compensation paid directly to the Firm by Nextel or the T A. The Firm will assume the risk of payment or reimbursement of fees through Nextel and/or the TA. However, if, as part of the engagement you ask us to perform work on yourbehalfwhich we reasonably believe will be outside the scope of legal expenses reimbursable by the T A, we will promptly inform you in writing. You may then either (1) ask us not to perform the requested work; or (2) ask us to proceed with the requested work, in which case you should be aware that you will be responsible for any fees for such services you requested which are outside the scope of work directly related to rebanding. Fees will be based upon hourly rates of members of the Firm currently ranging from $180.00 to $415.00 per hour for attorneys and $125.00 - $160.00 per hour for legal assistants and law clerks. Hourly rates are subject to review and change periodically. At the present time, work performed by Alan Tilles, the attorney primarily responsible for your matter, is billed at $400 per hour. Work performed by Bruce Henoch, another attorney who will also be assisting with your matter, is currently billed at $300 per hour. The aggregate amount of legal fees in this matter will be determined by your final Re-tuning agreement negotiated with Nextel according to reimbursement guidelines established by the T A. The selection ofthe lawyers and legal assistants who will render services will be made by the lawyer having overall supervisory responsibility for each engagement, taking into consideration the nature of the engagement, the degree of legal experience and knowledge required to achieve the client's objective, the availability of lawyers and legal assistants to work on the engagement, and their hourly billing rates. All monthly statements will be sent to you for your review and approval, and it will be your responsibility to submit such statements to the T A for payment according to procedures set out by the T A. Failure on your part to timely submit Firm invoices to the T A may result in your responsibility for such fees. The T A will then pay the Firm directly on your account and behalf if you chose this option. Should the T A refuse to reimburse the Firm for any time or cost expenditures, the Firm reserves the right to protest such refusal through the FCC's processes, at no additional cost to you. Each statement reflects services rendered and all out-of-pocket expenses incurred through the end of the billing period. Such expenses include charges for long distance telephone calls, telecopying, duplication, extraordinary secretarial services, postage, deliveries, on-line research charges, travel expenditures, and filing and recording fees. In the event that an attorney must travel out ofthe Washington, D.C. metropolitan area, clients are billed for actual time worked subject to a minimum of seven hours per day for each full day away from the office, including actual travel time. However, travel time within the Washington, D.C. metropolitan area is billed on the basis of the actual travel time involved. Failure to receive payment for any bill by the sixtieth day after receipt will ordinarily result in a discontinuance of legal services (or in this case, sixty days after the T A issues a charge order for payment). The Firm will not, however, discontinue services without giving the client notice of such intended discontinuance. The Firm will suggest other counsel, allowing reasonable time for the client to employ other counsel; deliver all papers and property to which the client is entitled and which the Firm is obligated to deliver; cooperate with counsel subsequently employed; and otherwise endeavor to assure that the client's case will not be prejudiced by the discontinuance. It is further understood that, notwithstanding TA's (or Nextel's) payment of the Firm's fees, the Firm is acting solely on your behalf and does not represent either the T A and/or Nextel in this matter. The T A is serving purely in a fiduciary capacity, and will release funds to the Firm only with your express consent and according to the terms of the Re-tune Agreement. Counsel represents that it shall secure, or currently maintains, during the life of this Agreement, professional liability insurance in an amount in excess of $1 ,000,000. This provision shall survive the termination of this Agreement. Representation in Other Matters. Weare not presently aware of any potential conflicts of interest that would or may interfere with our full representation of your interests on the rebanding project. However, as you know, Shulman Rogers is a relatively large firm, and we represent many other concerns and individuals. Consequently, it is possible that during the time that we are representing you, some of our present or future clients will have disputes or transactions with you. Therefore, we request that you, by signing the engagement letter, agree that the Firm may continue to represent existing clients, or may undertake in the future to represent new clients, in any matter that is not substantially related to our work for you, even if the interests of such clients in those other matters are or may be adverse to your interests. We agree, however, that your consent to such possible conflict shall not apply in any instance where, as the result of our representation of you, we have obtained confidential information that, if known to any other client of ours, could be used by that client to your substantial disadvantage. Specifically, you acknowledge and accept by signing this engagement letter that the Firm represents several communications and/or public safety trade associations and individual FCC licensees whose regulatory and policy interests may now or in the future be adverse to your own general interests as an FCC licensee. Because our representation of you in this matter is specifically limited to the negotiation, drafting, and consummation of an appropriate system relocation agreement with Nextel, you hereby expressly waive such potential conflicts without further notice by the Firm to you. In the event that a direct, specific conflict should arise, we also reserve the right, in the course of our representation, to limit the scope of our legal services in order to avoid such conflict, or, if necessary, to withdraw from the case or take other appropriate measures, after having made sufficient efforts to assure that you will continue to be fully represented. Termination of Ene;ae;ement You may terminate our engagement with or without cause at any time on written notice to us. Termination of our services will not affect your responsibility to pay for legal services rendered or to submit Firm invoices to the T A, and all expenses incurred through the date we receive notice of termination. You will be required to pay for any further work required of us to carry out an orderly turnover of matters in process at the time of termination. We may terminate our engagement for any of the reasons permitted under the applicable rules of professional conduct. These include misrepresentation of (or failure to disclose) material facts, action taken contrary to our advice, and failure to pay our bills on time. We may also terminate our engagement for any other conduct or situation that, in our judgment, impairs maintaining an effective attorney-client relationship between us, or that presents conflicts with our professional responsibilities. We may request you to sign a stipulation or authorization allowing us to withdraw as your attorney in any judicial, arbitration or similar proceeding, in which event you hereby agree in advance to our withdrawal. This Agreement shall be interpreted, construed and governed by and under the laws of the State of Maryland and any action hereunder or between us shall be brought only in the Circuit Court for Montgomery County, Maryland or the District Court for Montgomery County, Maryland.