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July 11, 2019 PRIVILEGED AND CONFIDENTIAL, Luis Konski Fowler White Bumett 1395 Brickell Avenue, 14th Floor Miami, PL 33131 Irwin P. Raij O'Melveney and Myers, LLP 7 Time Square New Yourk, NY 10036 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. Konski and Mr. Raij This letter will confirm our understanding as to the nature and scope of legal services ("Services") to be performed by BOBGe Wie Bill snd eis pat OIMelvety anil MISES? he 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 oe of Miami with ae to the Services is to begin eGHRARSMEPO Nature and Scope of Services. It is agreed that the Firms shall provide Services ” counseling, giving legal advice, and reviewing documentation associated with the transaction and development of the complex. The scope of this representation for Services to be paid by the City shall not extend to any other lawsuit, proceeding, or matter. The 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 Office of the City Attomey ("OCA") and that no Services are to be provided by the Firm without the express prior written consent of the Client through the OCA. The scope of Services for the Firm shall include, butis not limited to, the review of all related agreements to the Miami Freedom Park, preparation of all stadium related agreements, preparation of any community benefits agreements directly associated with the stadium, any and all infrastructure agreements, including zoning and permitting for said infrastructure (to encompass surge traffic remediation, intermodal between the airport and stadium, etc.), any and all agreements regarding parking for the stadium, preparation of all stadium construction administration agreements, preparation of all non-relocation agreements, any and all real estate transactions directly related to the stadium, including but not limited to, the ground lease for the stadium portion of the complex and any and all title work for the stadium or the land it is located upon. Any work not referenced in this section and that the client would like for the Firm to engage in must be delineated in an amended engagement letter. 2. Attorneys to be Assigned. It is agreed that Partner Irwin Raij of O'Melveny and Luis Konski and Richard Wood of Fowler White Burnett will be assigned to this matter by the Firms. Once the Firm is engaged to render Services as described above, the Firms are 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. 3. Beesiaiid' Billig. The Firms will be compensated by the Client for all Services hour for ir ayment in full of the Firms' statements are lue within forty-five (45) days from the time the Firms’ statement are received by the OCA. Statements must be submitted to the OCA monthly (with privileged information redacted if applicable). Each statement submitted for payment must include the following information: a) Description of Legal Services. A specific description of the service performed by the Firms, 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 where minimum billing increments are used, the services will be aggregated so that the total actual time spent meets the minimum billing increment, c) 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. a 4. Costs, Expenses, and other Disbursements. The Client shall be responsible for costs and expenses associated with the Firms’ rendering of these Services, such as filing fees, court reporters, postage, and copying, for hearing transcripts; facsimile charges; legal research fees; in- house photocopying (see below}; and postage. 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 diem below) are prohibited and shall not be paid by the Client. All costs and expenses billed to the Client will be at the Firms’ 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 scrvices, cte. The following are the Client's requirements regarding particular costs and expenses: ®) Photocopying Charges. Reimbursement will be made for charges at the Firm's cost of photocopying (at arate of 15 cents per page or less). Large individual projects in excess of $500.00 must be pre-approved by the City Attomey in writing. b) Government Reimbursed Travel or Travel Related Per Diem Expenses. Unless approved in advance, no teimbursement shall be provided for travel or Per Diem expenses. 5. Other Client in Unrelated Matters. The Firms certify that no undisclosed prohibited conflict of interest currently exists with regard to the rendering of these Services to the Client. In anticipation that other present or future clients may ask us to represent them in disputes or transactions with or involving the City (which term in this section includes any of its divisions, affiliates or agents) as to legal matters substantially unrelated to our representation of the City (the "Subject Matter"), that the City consents, and does not object, to our representation of such other clients in such unrelated matters, and does not consider them a conflict of interest pursuant to or in violation of its procurement rules and regulations including the case of The City of Miamt v: Purdue Pharma, L.P., et al, Case No. 1:18-0p-45664 (N.D. Ohio) (“Opioid Litigation”) which is part of a federal multi-district litigation opioids proceeding in which O'Melveny has appeared as. counsel for one defendant, Johnson & Johnson. The Client consents to such representation so long as the representation does not directly conflict in terms of related subject matter with a specific matter in which the firms represent the Client. In the event that there is an actual conflict, the City consents to the immediate resignation of the respective firm that such conflict arises from its representation in the Subject Matter at any time; this consent to resignation is granted notwithstanding any applicable ethical or professional rule that would otherwise prevent a firm's withdrawal form a representation in order to take on a representation for another client. The City specifically waives the right to seek either Firms’ disqualification in the Opioid Litigation, or personally, ftom any matter on the basis of such resignation. The City acknowledges that our Firm is but one of several counsel providing it representation in the Subject Matter, and that as a result our immediate resignation shall not be deemed to prejudice its interests in regard to the Subject Matter. The occasion might arise for us to consult (at our expense, of course) regarding our engagement for the City with our own counsel-our General Counsel or other firm lawyers working with our General Counsel who do not perform work for the City on the Subject Matter, or with our own outside counsel. The City hereby consents to such consultation occurring, and waives any claim of conflict of interest based on such consultation. The City acknowledges that such communications are protected by our own waiver at such time. City does not consider it to 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 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 Firm at any time for any reason. No fees shall be payable from Client to the Firm for Services rendered after termination of this Agreement. 7. Client File. Both the Firm and the Client agree that once the Firms' Engagement in this matter ends, the Firms will send the Client a written notice advising the Client that this "Engagement" has concluded ("Notice"). The Client may thereafter direct the Firms to retum, retain, or discard some or all the documents pertaining to the engagement, except for documents and information retained pursuant to the Firms’ 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 after the engagement ends may be retained or destroyed at the Firms discretion. Notwithstanding the foregoing and unless the Client instructs the Firms otherwise, the Firms will retum and/or preserve any original documents and any documents the Firms know or believe the Client will need to retain to enforce his rights or 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 Firms in the Firms’ course of representing the Client. When the Client request copies of documents from the Firms, copies that the Firms generates will be made at Client's expense. The Firms will maintain confidentiality of all documents throughout this process and will retain such documents and information it deems necessary to comply with the Firms’ document and information retention policies. The Firms’ representation of Client in this matter shall be at all times subject to and in ‘compliance with Chapter 119, Florida Statutes, 8, Dispute Resolution. It is a common goal to maintain at all times a constructive and positive relationship on the matter described above and on future matters in which the Firm may perform Services, However, should a dispute arisc, a prompt and fair resolution is in the best interests of all concerned, 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 to 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 requiring 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 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. 9. No Guarantee. The Firms and the Client acknowledge that uncertainties exist concerning 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. Ifthe foregoing terms are agreeable to the Firm, please acknowledge same by executing this letter and returning it to the City Attorney. Vey truly yours, I ctoria Méndez City Attorney AGREED AND ACCEPTED as of the Afiay of 2019, Fowler White Bumett