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Victoria Méndez Telephone: (305) 416-1800 ‘hy Atomey Telecoper (305) 416-1801 EMAIL Lai @rmiamlgov.com June 5, 2019 PRIVILEGED AND CONFIDENTIAL Mare D. Samoff Shutts & Bowen LLP 200 South Biscayne Boulevard Suite 4100 Miami, FL 33131 Re: Engagement for Professional Legal Services Miami Freedom Park, LLC and the development of a soccer and commercial complex at Melreese Golf Course Dear Mr. Sarnoff: This letter will confirm our understanding as to the nature and scope of legal services ("Services") to be performed by Shutts & Bowen LLP (hereinafter “Firm") in the representation of the City of Miami ("Client") in the above-referenced matter for which Services the Client will be responsible for payment. ‘The points of contact for the City of Miami with respect to the Services is to be Assistant City Attorney Daniel Diaz or City Attomey Victoria Méndez. 1, Nature and Scope of Services. It is agreed that you, as a member of the Firm, shall provide Services consisting of the representation of the Client in connection with the development of a soccer stadium and commercial complex located at the City-owned property known as the Melreese Golf Course located at approximately 1400 Northwest 37 Avenue, Miami FL, 33125, by counseling, giving legal advice, and reviewing documentation associated with the transaction and development of the complex (“Services”). The scope of this representation for Services to be paid by the City shall not extend to any other lawsuit, proceeding, or matter. The Oifice of the City Attomey (“OCA”) shall remain the lead counsel on the matter and the Firm shall provide Services solely at the direction of and upon request of the OCA. The Firm shall not attend any meetings or perform any Services without the express written request of the OCA, Additionally, it is understood that the Firm represents only the Client, through the OCA, and that no Services are to be provided by the Firm without the express prior written consent of the Client through the oca. 2. Attorneys to be Assigned. It is agreed that Partner Mare D, Sarnoff will be assigned to this matter by the Firm, Once the Firm is engaged to render Services as described above, the Firm is expected to abide by the Client’s and the OCA’s decisions concerning the objectives of representation, but shall not exceed the scope of representation and Services as set forth herein, without the prior written approval of the OCA. (OFFICE OF THE CITY ATTORNEY /444 S.W. 2nd Avenu, Suite 945 / Miami Florida 39130-1910 ( Miami Freedom Park, LLC Soccer Complex Shutts & Bowen LLP Page [2 3, Bees and Billing. The Firm will be compensated by the Client for all Services rendered at the rate of $425,00 for Partner Mare D. Samoff, and $275,00 per hour for any associate and/or paralegal providing Services on the matter. Payment in full of the Firm's statements is due within forty-five (45) days from the time the Firm's statement is received by the OCA. Statements must be submitted to the OCA weekly (with privileged information redacted if applicable). Each statement submitted for payment must include the following information: 2) Description of Legal Services. A specific description of the service performed by the Firm, showing the actual amount of time spent and the corresponding charge. The description shall exclude any information that may be deemed protected by the attorney-client privilege. b) Minimum Billing Increments, In instances whete minimum billing increments are used, the services will be aggregated so that the total actual time spent meets the minimum billing increment. ©) Expenses. An itemization of all allowable costs, expenses, and disbursements in accordance with the per diem expense amounts from time to time permitted for government employees as set forth below. 4. Costs, Expenses, and other Disbursements. The Client shall be responsible for costs and expenses associated with the Firm’s rendering of these Services such as filing fees, court reporters, postage, copying, and hearing transcripts. All other costs, expenses, or other disbursements, including experts, consultants, and any travel or travel-related per diem expenses not previously pre-approved by the OCA in writing (see travel and per cliem below) ate prohibited and shall not be paid by the Client. All costs and expenses billed to the Client will be at the Firm's actual cost, without any mark-up. All billings for allowed costs, expenses, and disbursements must be accompanied by backup documentation, such as invoices from the vendor for services, ete. The following are the Client’s requirements regarding particular costs and expenses: a) Photocopying Charges. Reimbursement will be made for charges at the Firm's cost of photocopying (at a rate of 15 cents per page or less). Large individual projects in excess of $500.00 must be pre-approved by the City Attorney in writing. b) Government Reimbursed Travel_or Travel Related Per Diem Expenses. No reimbursement shall be provided for travel or Per Diem expenses. 5. Other Client _in Unrelated Matters and Conflicts. The Firm certifies that no prohibited conflict of interest currently exists with regard to the rendering of these Services to the Client. The Client agrees that the Firm may, from time to time, represent other clients in unrelated matters whose interests may conflict with the Client's interests, The Client consents to such representation so long as the representation does not directly conflict with a specifie matter in which the Firm represents the Client, It shall not be a conflict of interest for the Firm to represent clients in planning, zoning, contractual and related matters involving the City as long as such matters do not involve litigation, mediation, appeals, claims, or arbitration against the City and do not relate to the scope of Services that is the Miami Freedom Park, LLC Soccer Complex Shutts & Bowen LLP Page |3 subject of this Agreement or representation of the Client, Examples of matters involving the City that would not constitute conflicts of interest as described in the preceding sentence include, but are not limited to, land use and zoning matters, procurement matters, public-private and other transactions (other than transactions relating to the scope of Services under this Agreement) and affordable housing matters. 6. Termination and Withdrawal Without Cause. The Client agrees that the Firm may terminate its relationship with the Client or the OCA at any time for any reason. The Firm agrees that the Client may terminate its relationship with the Fim at any time for any reason. No fees shall be paid by Client for Services rendered after the termination of this Agreement, 7. Client File. Both the Firm and the Client agree that once the Firm's Engagement in this matter ends, the Firm will send the Client a written notice advising the Client that this “Engagement” has concluded (“Notice”). The Client may thereafter direct the Firm to return, retain, or discard some or all the documents pertaining to the engagement, except for documents and information retained pursuant to the Firm’s document and information retention policies, If the Client does not respond to the Notice within sixty (60) days, the Client expressly agrees and understands that any materials left with the Firm afler the engagement ends may be retained or destroyed at the Firm’s discretion. Notwithstanding the foregoing and unless the Client instructs the Fitm otherwise, the Firm will return and/or preserve any original documents and any documents the Firm knows or believes the Client will need to retain to enforce his rights ot to bring or defend claims. The Client understand that “materials” include paper files as well as information in other mediums of storage including email, computer files, printer files, copier files, facsimiles, dictation recordings, video files, and all other documents generated or received by the Fim in the Firm's course of representing the Client. When the Client request copies of documents from the Firm, copies that the Firm generates will be made at Client's expense. ‘The Firm will maintain confidentiality of all documents throughout this process and will retain such documents and information it deems necessary to comply with the Firm's document and information retention policies, The Firm’s representation of Client in this matter shall be at all times subject to and in compliance with Chapter 119, Florida Statutes, Dispute Resolution, It is a common goal to maintain at all times a o% and positive relationship on the matter described above and on future matters in which the Firm may perform Services, However, should a dispute arise, a prompt and fair resolution is in the best interests of all concemed. To this end, if any controversy or claim arises out of or relating to this engagement letter or any Services provided by the Firm to the Client, in connection with the matter or any other matters (including, for instance, fee disputes), all parties waive any right to bring a court action or have a jury trial and agree that the dispute shall be submitted to binding arbitration fo be conducted in Miami, Florida before the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules of the AAA and the Dispute Resolution Procedures attached below. This engagement letter contains provisions requiting arbitration of disputes to secure fees eamed ‘and expenses incurred, Arbitration proceedings are ways to resolve disputes without use of the court system, By entering this engagement letter, the Client and the Firm each understand that by requiring arbitration as the way to resolve disputes, each gives up (waives) its rights to go to court Miami Freedom Park, LLC Soccer Complex Shutts & Bowen LLP Page [4 to resolve those disputes by a judge or by a jury. These are important rights that should not be given up without careful consideration. Before signing this engagement letter, each should consider consulting with another lawyer about the advisability of entering such an agreement through this engagement letter with mandatory arbitration requirements. In the event of any dispute that arises from the Firm’s representation of Client or the Services provided, each party shall be responsible for it's own attomeys fees and costs related thereto, 9. NoGuarantee. The Firm and the Client acknowledge that uncertainties exist conceming the outcome of this matter and that neither the Firm nor the OCA guarantee the ‘outcome or disposition of any phase of this matter, All representations and expressions relative to the outcome of this matter are only expressions of opinion and do not constitute guarantees, If the foregoing terms are agreeable to the Firm, please acknowledge same by executing this letter and retuming it to the City Attorney, © Vbry trlslyours, { AGREED AND ACCEPTED as of the b day of _/cze~__, 2019. Vlada City Attorney ——