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2004-14 ~. ¡. RECEIVED MAY 0 7 200~ DE BEAUBIEN, KNIGHT, SIMMONS, MANTZARIS & NEAL, LLP . ATTORNEYS AND COUNSELORS AT LAW A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL ASSOCIATIONS HUGO H. DE BEAUBIEN. YVETTE RoDRIGUEZ' BROWN DALE T. GOBEL KENNETH P. HAzOURI T. KEVIN KNIGHT : : DANIELF. MANTZARIS "D. JOHN MORGESON, JR. THOMASF. NEAL DAVID H. SIMMONS: : t www.dbksmn,com May 5, 2004 HARLEY S, HERMAN RAYMOND HERNANDEZ ELIZABETH A. HICKMAN STEPHEN J, JACOBS JAMESP. KELLEY CAROL M. KNAPP STEPHANIE W, MELIA MICHAEL MoRRIS CARMEN MUÑEz-SIERRA ELIZABETH F, NELSON DANIEL J. O'MALLEY DANIELP. OSTERNDORF LINDSAYN. OYEWALE SHIV NARAYAN PERSAUD C. BEN ROSSI, JR KATHERINE A. SCOTT KENT A. SHOWALTER III ÁNGELAJ. STEWART ERIKF. SZABO RICHARD H. TAM! CHARLES P. TITTLE WILLIAM A. TOMPKINS JR BART R. VALDES LETITIA WOOD JOHN W. ZIELINSKI NANCY J. ABERNATHY SHAHZAD AHMED ELIZABETH A. ALBERT JEFFREYD. BOSTON ANTHONY CAMMARATA RACHAEL McMoRRIS CRAG-CHADERTON Lou ELLEN COMBS MICHAEL W. CURTO MARY ANN ETZLER CARlL E. FERNANDES P ATRICIO GARCIA LUIS F. GOMEZ, JR. WILLIAMN. HALPERN MAIN OFFICE Post Office Box 87 332 North Magnolia Avenue Orlando, Florida 32802-0087 (407) 422-2454 Telefax (407) 849-1845 TALLAHASSEE OFFICE 3370 Capital Circìe N.E. Suite I Tallahassee, FL 32308 (850) 201-3655 Telefax (407) 849-1845 Writer's e-mail: dmantLaris@dbksmn.com * BOARD CERTIFIED CIVIL "!RIAL ATTDRNEY , BOARD CERTIFIED BUSIN..S unGAnON ATTORNEY . via ~acsimile 352/394-4087 and regular mail Wayne Saunders City Manager City of Clermont 685 West Montrose Street Clermont, FL 34712-0219 Re: Engagement as Legal Counsel to City of Clermont Dear Mr. Saunders: It is with great pleasure that we submit to you the following as our proposed letter of engagement to set forth the terms of our firm's engagement with the City of Clermont to serve as legal counsel to the City. We sincerely appreciate the opportunity to be of service to the CIty and look forward to working with the Council, you and your staff. 1. SCOPE OF SERVICES. . As legal counsel to the City, the Firm primarily through Partner, Daniel F. Mantzaris, with assistance from Partners, Yvette R. Brown and D. John "Jack" .. . . . Wayne Saunders, City Manager City of Clermont Page 2 Jr. and other attorneys as may be assigned, shall represent and advise the Council, City Manager, Department and Division Directors and other staff, including, but not limited to, attendance at all regular and special City Council meetings; attendance at regular and special meetings of the City's Planning and Zoning Board and Code Enforcement Board; attendance at all other meetings, conferences, work sessions and the like, as requested by City; review of agenda and agenda support or back-up materials for any such meeting(s); review and preparation of contracts as requested DY the City; review of ordinances and resolutions scneduled or proposed for City Council consideration or action; telephone and office conferences with city officials and staff; and maintenance by Daniel F. Mantzaris of regular office hours at City Hall one afternoon per week for provision of the services contemplated herein. Assignment of any Partner or associate of the Firm to any of the services contemplated herein shall be subject to approval by the City. If it is determined and mutually agreed by the parties that specialized outside counsel, i.e. bond counsel and labor counsel is required to represent the City, then such services shall be outside the scope of the services of this agreement, other than the requirement of the Firm to serve as co-counsel with outside counsel in the specialized representation of the City. II. PAYMENT. A. Non-Litigation General Matters: The City shall pay to DeBeaubien, Knight, Simmons, Mantzaris & Neal, LLP (the "Firm") $4,540.00 per month without regard or reference to the hours actually worked for all services, including costs, such as copy, facsimile, ordinary travel, postage and telephone charges rendered on behalf of the City. B. Litigation: (Fees not covered or reimbursed by City's Insurance Carrier) The City shall pay to DeBeaubien, Knight, Simmons, Mantzaris & Neal, LLP the sum of $135 per hour plus costs for each actual hour worked in a litigation matter not covered by the City's insurance carrier. C. Litigation: (Fees covered or reimbursed by City's Insurance Carrier). In the event Firm represents the City in these matters, the City shall pay the Firm such sum as provided or established by the City's carrier. Litigation Defined: A litigation matter is defined as any action to be instituted or pending before any Court, Judicial Officer, Arbitration Panel, Judge, Administrative Hearing Officer, Special Master or Magistrate, in which the City is a party . In all matters hereunder, the Firm will submit each month to the City Manager, or his designee, a Billing Statement of hours expended for services rendered and costs incurred. The portion of the statement setting forth the hours for services rendered shall specify for each entry the amount of time expended, the lawyer by whom the time was expended, and a description of the tasks or services performed. The portion of the statement setting forth tIl.e costs incurred shall specify the amount for each category of costs. . DE BEAUBIEN, KNIGHT, SIMMONS, MANTZARIS & NEAL, LLP . ~ . ~ . . . Wayne Saunders, City Manager City of Clermont Page 3 The City Manager, or his designee, upon review and approval of the invoice, will authorize payment for the costs expended, and payment snaIl be processed and made in the same manner as for all other City invoices and statements. All invoices shall be due and payable within thirty (30) days of the date of the invoice. III. CONFLICT REPRESENTATION. For all services that the Firm would otherwise provide pursuant to Sections I and II A. above, and which, in its sole judgment, the Firm cannot provide due to a conflict or other similar reason, the Firm shall incur the expense of insuring that the City is represented in the particular matter. In the event such a conflict exists, the City shall have the right to select counsel to represent it in the particular matter. Nothing contained herein shall affect this agreement or the representation of the City by the Firm. IV. TERMINATION. The term of this engagement may be renewed annually. However, the agreement may be terminated by either party immediately with cause or upon thirty (30) days written notice without cause. If such termination occurs, the Firm will be paid for all services rendered and costs incurred, if applicable, to the date of notice of termination. V. REPRESENTATION, COVENANTS AND WARRANTIES. By executing this engagement letter, Daniel F. Mantzaris and DeBeaubien, Knight, Simmons, Mantzaris & Neal, LLP represent, covenant, and warrant to City as follows: A. Daniel F. Mantzaris as primary attorney and Yvette R. Brown, D. John Morgeson, Jr. as code enforcement, secondary and conflict attorneys will be assigned to perform the scope of services contemplated herein. Further that any other Firm attorneys that may be assigned shall have sufficient experience to perform the contemplated services; B. the Firm is not currently representing any clients before the City or in litigation related to any order or decision of the Council. C. the Firm has sufficient time to execute and fulfill the duties of legal counsel to the City and is not burdened by possibilities or workload or by personal or other constraints that would interfere in any material respect with the Firm's obligations hereunder. . DE BEAUBIEN, KNIGHT, SIMMONS, MANTZARIS & NEAL, LLP . ~~ , . . . Wayne Saunders, City Manager City of Clermont Page 4 VI. MISCELLANEOUS. A. Assignment. The services to be rendered under this engagement letter are personal to Daniel F. Mantzaris and the Firm and may not be assigned other than as provided herein, either directly or indirectly, to any other person or firm. B. Amendments. This engagement letter may be amended only by written instrument signed by the Firm and tIle City of Clermont. C. Inde]2endent Contractor Status. In the performance of legal services hereunder, the Firm's employees are independent contractors and shall not hold themselves out as employees, agents or servants of the City of Clermont. D. It is expressly agreed that upon the expiration of six months from the effective date of this engagement agreement, the parties shall review the terms and conditions contained herein and make any and all mutually beneficial revisions. This letter of engagement shall not be binding and of no effect until it has been executed by the authorized representative of the City and by Daniel F. Mantzaris, individually and on behalf of the Firm. CITY OF CLERMONT, FLORIDA, as authorized by its City Council, B~ Harold S. Turville, Mayor Date: ...6- -.21 -L) c./ . DE BEAUBIEN. KNIGHT, SIMMONS, MANTZARIS & NEAL, LLP .