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ENGAAGEMENT LETTER TO PROVIDE LEGAL SERVICESG RAYROBI NSON Trevor B. Arnold, Esq., B.C.S. I Chair, Construction I Trevor.Arnold@gray-robinson.com I D 407.244.5692 301 East Pine Street, Suite 1400, Orlando, Florida 32801 1 T 407.843.8880 1 F 407.244.5690 CONSTRRUUCTION May 20, 2026 VIA EMAIL TO: Owen.Kohler(i MyClearwater.com Owen Kohler City of Clearwater 600 Cleveland Street Clearwater, FL 33755 Re: City of Clearwater adv. Church of Scientology Flag Service Organization, Inc. Engagement Letter Dear Owen: Thank you for requesting GrayRobinson, P.A. to provide legal services to the City of Clearwater ("the City"). We appreciate the confidence you have placed in our Firm and look forward to working with you and your team. Below is my firm's standard engagement letter for billable hour matters. Please let me know if you have any questions. It has been our experience that things go more smoothly if both our client and we have a clear understanding in writing of the scope of the engagement and the role we have agreed to play. Consequently, our representation is limited to the matter as described below. This engagement letter will also govern all subsequent matters in which we may become involved on your behalf unless a separate arrangement is made that differs materially from the terms of this engagement letter. Scope of Representation: GrayRobinson will assist the City with an issue relating to a dispute with Church of Scientology Flag Service Organization, Inc. regarding construction adjacent to The Fort Harrison Religious Retreat. Billing, Fees and Expenses: Our Firm will charge for our professional services on an hourly basis. Trevor Arnold will perform most of the legal work on this matter and serve as lead attorney. His hourly rate will be $350.00. Mr. Arnold may also utilize other members of the Firm whenever, in his discretion, we deem it appropriate at the rates agreed to herein. Other members of the Firm will work at their standard hourly rate, but in no event will any hourly rate exceed $350.00. In addition to our professional services, we will bill the City for all disbursements and out-of-pocket expenses made or incurred. These typically include such items as document reproduction, travel expenses, Boca Raton 1 Fort Lauderdale 1 Fort Myers 1 Gainesville 1 Jacksonville 1 Key West 1 Lakeland Melbourne 1 Miami 1 Naples 1 Orlando 1 Pensacola 1 Tallahassee 1 Tampa 1 Washington, D.C. 1 West Palm Beach gray-robinson.com May 20, 2026 Page 2 long distance telephone calls, mailing charges, facsimile charges, messenger services and filing or recording fees. We may also use computerized research or other technology services to assist in handling your matters. Those services will be used when we believe that it is appropriate to do so. Expenses incurred or advanced on your behalf will be itemized on our billing invoice. Please note, if we anticipate that substantial expenses will be incurred, we will require that you pay the vendor directly and/or we may require a deposit from you to cover such expenses. You will be billed periodically, usually monthly. We are happy to discuss our billing invoice with you at any time and will welcome the opportunity to address any questions you may have. In the event you should disagree with or question any amount, you agree to communicate such disagreement or question to us, in writing, within thirty (30) days of the invoice date. Any disagreement you may have with a bill that is not communicated to us within that period shall be deemed waived. Retainers In certain cases, we may request an advance Retainer for any professional fees and/or costs. The Firm also reserves the right to require an additional or increased Retainer in the future based upon the scope of service anticipated. Retainers will be held without interest in the Firm's Trust Account until disbursed. Such funds may be applied in payment of professional fees owed or expenses incurred. Additionally, the City may be required to replenish the funds as they are used. As for the current scope of services listed above, no Retainer will be required. Dispute Resolution Should there arise any dispute concerning fees and costs earned and owed to the Firm and, if it becomes necessary for this Firm to retain an attorney or otherwise utilize the Firm's own attorneys to collect such fees and costs, the prevailing party to such dispute will be entitled to recover its attorney's fees, costs and expenses necessarily incurred. In addition, the City and this Firm each hereby waive any right to a jury trial for any controversy, dispute or claim arising out of or related to this Firm's representation of the City and/or this Agreement, and we further agree that the venue for any lawsuit brought thereon shall be Hillsborough County, Florida, where this agreement is deemed made and finally executed. Advance Waiver Because of the relatively large size of our Firm and our representation of many other clients, it is possible that one or more of our present or future clients have or will have matters adverse to the City. Our acceptance of this current representation will preclude us from accepting future representations adverse to the City which involve matters substantially related to the work we perform in the course of this engagement. However, as a condition to our undertaking the representation described in this letter, each agrees that our acceptance of this engagement shall not preclude us from representing other clients in the future who may have interests adverse to the City with respect to matters not substantially related to the specific matter or matters for which you have engaged our services. We agree, however, that your consent to, and waiver of, such representation shall not apply in any instance where, as a result of our representation of the City, we have obtained proprietary or other confidential information of a non-public nature, that, if known to such other client, could be used in any such other matter by such client to a material or potential material disadvantage to the City. gray-robinson.com May 20, 2026 Page 3 Termination Unless previously terminated, our representation will terminate as follows: (1) if this is the only matter in which we represent the City, our representation will terminate upon our sending our final invoice for services rendered in this matter; and (2) if we represent the City in more than one matter, our representation of each matter will terminate upon sending the final invoice for that matter, and the attorney-client relationship will terminate completely (absent any new or subsequent engagements) upon our sending the final invoice in the last open matter. Client Review I am happy to answer any questions you may have regarding this engagement agreement. Likewise, you have the right to have this agreement reviewed by an outside party or other professional prior to signing. You understand that the Firm is not engaged until the signed original engagement agreement is returned to us. Generative Artificial Intelligence As part of our commitment to providing efficient and high-quality legal services, GrayRobinson may use advanced technologies, including generative artificial intelligence (AI), to assist in legal research, document drafting, and other related tasks. The use of such technologies is supervised by our qualified attorneys and is intended to enhance, not replace, the legal judgment and expertise that we bring to your case. Please be advised of the following: • Human Oversight: All work products generated by AI tools are carefully reviewed and validated by licensed attorneys in our firm. We do not rely on AI -generated content without human oversight. • Confidentiality: We take your privacy and confidentiality seriously. Any information shared with or processed by AI tools is subject to the same rigorous confidentiality and data protection standards as all other information handled by our firm. • Limitations of AI: While AI tools can assist in streamlining certain processes, they are not infallible. The final responsibility for the accuracy, relevance, and appropriateness of any legal advice, document, or strategy rests with our attorneys. • Client Consent: By engaging our services, you acknowledge and consent to the use of generative AI tools as part of our legal services. If you have any concerns about the use of AI in your case, please inform us, and we will discuss alternative approaches to meet your needs. Entire Agreement These terms, and the attached Additional Understanding Regarding Representation, which are incorporated by reference, constitute our entire Agreement for the representation of the City in this matter. There are no other arrangements or agreements regarding our representation of the City which are not expressed in this Agreement. Any modification of the Agreement must be in writing, by mail, fax or e-mail. The Agreement is binding on you and on GrayRobinson, and the respective legal representatives and successors of each. gray-robinson.com May 20, 2026 Page 4 If the terms of this engagement as set forth in this letter meet with your approval, please indicate by signing the "Terms of Representation" below and return it to our offices. We appreciate the confidence and trust you have placed in us as your legal counsel, and I encourage you to communicate with me if at any time you have questions on the status or progress of your matters. I look forward to working with you and your staff on any matters you deem appropriate. If you have any questions, please do not hesitate to contact me. Respectfully, Trevor B. Arnold TBA/la Enclosures The terms of this representation are accepted this,;,10,lay of LA a. , 2026. CITY O LE ' W.. ER By: Print"eOta09 ,4 l/r Title: (tsy/rk C, 1� 0Y/1A7 ,ILLuvuetet:- aa -e_ &fi i U-eArk Enclosures: Additional Understanding Regarding Representation Privacy Policy gray-robinson.com GRAYROBINSON Additional Understanding Regarding Representation Payment of Invoices In the event that our invoices are not timely paid, or that payment terms satisfactory to us are not established, we reserve the right to renegotiate the terms of this engagement and/or to pursue our other remedies, including the right to charge you interest of 11/2% per month for any invoice which has not been paid within 30 days of the date the invoice is mailed or emailed to you. We also reserve the right to withdraw as your counsel in the event you fail to honor your agreement with respect to our legal fees or for any just reason as permitted or required under the Florida Code of Professional Responsibility or as permitted by the rules of courts of the State of Florida. In the event of our withdrawal, you will promptly pay for all services rendered by us prior to the date of withdrawal. Electronic Data This will serve as our disclosure that the Firm does presently and will continue to maintain confidential and privileged information in electronic form. This practice will be followed in our work on this matter. The Firm does take measures that it understands to be reasonable and consistent with current business practices to protect that information. Outcome or Result We will strive to do our best to meet your needs in this and any other matter we subsequently undertake for you. Either at the commencement, or during the course of our representation, we may express opinions or beliefs concerning the litigation or various courses of action and the results that might be anticipated. Any such statement made by any attorney, consultant or employee of our Firm is intended to be an expression of opinion only, based on information available to us at the time, and should not be construed as a promise or guarantee. We cannot and do not make any representations, warranties or guarantees concerning the outcome of this or any representation we undertake. We will give you our best advice, render opinions, and seek to obtain the desired result. In this regard, it is most important that we communicate regularly. File Retention Following the termination of the representation/engagement, any otherwise nonpublic information you have supplied to the Firm (unless previously removed or destroyed by specific request) will be retained by us and kept confidential in accordance with applicable rules of professional conduct, and the Firm reserves the right to send such materials to off-site storage at any time. Any retrieval of material once the file is closed may incur an expense for which you will be responsible. The Firm's retention policy provides that we retain stored and closed files for a period of ten (10) years after which they may be destroyed. Thus, if there are any documents which you need from those we possess, we recommend that you obtain them at the conclusion of our work on this matter. Failure to do so will waive and indemnify the Firm from any liability for the destruction of materials. GRAYROBINSON PRIVACY POLICY Attorneys, like other professionals who advise on personal financial matters, are now required by a new federal law to inform their clients of their policies regarding privacy of client information. Attorneys have been, and continue to be, bound by professional standards of confidentiality that are even more stringent than those required by this new law. Therefore, we have always protected your right to privacy and do not take lightly the confidence you place in us. In the course of providing our clients with financial and tax planning and preparation services, employment counseling, bankruptcy activities, certain real estate services, and other certain financial services, we receive significant personal financial information about you either from you or with your authorization. If you are a current or former client of GrayRobinson, P.A. you should know that all information that we receive about you is held in extreme confidence, and is not released to any person or entity outside of this law firm, except as agreed upon by you, or as required under applicable law. We retain records relating to professional services that we provide so that we are better able to assist you with your professional needs and, in some cases, to comply with professional guidelines. In order to guard your non-public personal information, we maintain physical, electronic, and procedural safeguards that comply with our professional standards. Please call if you have any questions regarding this matter. Your privacy, our professional ethics, and the ability to provide you with quality legal services are very important to us.