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LEGAL SERVICES AGREEMENT (104)G RAYROBI NSON Robert. E. Johnson 1 Shareholder 1 robert.johnson@gray-robinson.com 1 D 813.273.5026 101 E. Kennedy Boulevard, Suite 4000, Tampa, Florida 33602 1 T 813.273.5000 1 F 813.273.5145 August 18, 2026 CONFIDENTIAL — ATTORNEY/CLIENT PRIVILEGED COMMUNICATION VIA EMAIL Owen Kohler City of Clearwater 600 Cleveland Street Clearwater, FL 33755 owen. kohnler@myclearwater. com Re: Crum Properties II, LLC v. Community Redevelopment Agency of the City of Clearwater Case No: 23 -008557 -CI Dear Owen: We are pleased that you have asked GrayRobinson, P.A. to serve as legal counsel for the Community Redevelopment Agency of the City of Clearwater ("CRA"). I appreciate the confidence you have placed in our Firm, and I look forward to working with you. 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 Represent the CRA in the above -referenced lawsuit. Billing, Fees and Expenses Our Firm will charge for our professional services on an hourly basis. I will serve as lead attorney on this matter and will be assisted by David Smith, Of Counsel; Jack Reiter, Shareholder; and Johneeka Simpson, Associate. We reserve the right to utilize other members of the Firm whenever, in our discretion, we deem it appropriate. My rate for the CRA is $300 per hour. Mr. Smith's rate for the CRA is $250 per hour. Mr. Reiter's rate for the CRA is $500 per hour. Ms. Simpson's current rate for the CRA is $185 per hour. Any changes to these rates are subject to the specific written approval of the City Attorney. Pursuant to your request that we provide our not -to -exceed trial and appeal expenses, we believe that amount is $265,000. In addition to our professional services, we will bill the CRA for all disbursements and out-of-pocket expenses made or incurred. These typically include such items as document reproduction, travel expenses, mailing charges, messenger services and filing or recording fees. We may also use computerized research or other technology services to assist in #68510102 vi 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 Tallahassee 1 Tampa 1 Washington, D.C. 1 West Palm Beach gray-robinson.com Owen Kohler August 18, 2026 Page 2 handling your matters. Those services will be used when we believe that it is appropriate to do so. Expenses incurred or advanced on behalf of the CRA will be itemized on our billing invoice. Please note, if we anticipate that substantial expenses will be incurred, we will require that the CRA pay the vendor directly and/or we may require a deposit from the CRA in order to cover such expenses. The CRA will be billed 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. Because of our good relationship with the CRA, we will not request an advance Retainer for professional fees and/or costs associated with this matter. 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 CRA 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 CRA and/or this Agreement, and we further agree that venue for any lawsuit brought thereon shall be Pinellas 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 CRA. Our acceptance of your current representation will preclude us from accepting future representations adverse to the CRA 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 CRA with respect to matters not substantially related to the specific matter or matters for which the CRA has engaged our services. We agree, however, that the CRA's consent to, and waiver of, such representation shall not apply in any instance where, as a result of our representation of the CRA, 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 CRA. No Representation of Corporate Affiliates This will also confirm that unless we reach an explicit understanding to the contrary, we are being engaged by and will represent the CRA, and that we are not being engaged to represent any of your parent companies, subsidiaries, affiliated entities, officers, directors, members, partners, shareholders or employees. Termination Unless previously terminated, our representation will terminate as follows: (1) if this is the only matter in which we represent the CRA, our representation will terminate upon our sending our final invoice for services rendered in this matter; and (2) if we represent the CRA in more than one matter, our representation of each matter will terminate upon #68510102 vl gray-robinson.com Owen Kohler August 18, 2026 Page 3 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, including any requested advance Retainer. Entire Agreement These terms, and the attached Additional Understanding Regarding Representation, which are incorporated by reference, constitute our entire Agreement for the representation of you in this matter. There are no other arrangements or agreements regarding our representation of the CRA 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 the CRA and on GrayRobinson, and the respective legal representatives and successors of each. If the terms of this engagement as set forth in this letter meet with your approval, please indicate by signing a copy of this letter in the space provided 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 the CRA and your staff on any matters you deem appropriate. If you have any questions, please do not hesitate to contact me. Sincerely yours, Robert E. Johnson REJ/djc cc: Brooklyn Wascher #68510102 v1 [SIGNATURE PAGE FOLLOWS] gray-robinson.com IN WITNESS WHEREOF, the Parties have set their hands and their respective seals affixed as of the -o day of the -7. , 2026. wen Kohler CRA Attorney Attest: Rosemarie Call COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida. By: Bruce CRA Chairperson City Clerk