2013-05 '~- DE BEAUBIEN KNIGHT SIMMONS MANTZARIS &NEAL LLP
AN YS AND Ns LAW
ORLANDO TTORE TALLAHASSEE COU SE I
(71.4) ORS TAMPA A WWW DBKSMN COM
Reply to
Orlando
January 30, 2013
Darren Gray
City Manager
City of Clermont
685 West Montrose Street
Clermont, FL 34712-0219
Re: New engagement letter to serve
as Legal Counsel to City of Clermont
(Replaces May 5, 2004 engagement letter)
Dear Darren.
As you are aware, our Firm has provided City Attorney services for the City of
Clermont since May 2004. During this period we have sincerely enjoyed working with
the City and appreciate our relationship with the City Council, the City Manager and
the City Staff as City Attorney. As you are also aware, since our initial engagement in
2004, we have not requested an increase in our fees. Finally, as we have discussed and
agreed, you have requested that we expand our set City Hall in-office hours from 1/2
day to one full day on Tuesdays of each week. As a result, this engagement letter is
provided to you for presentation to the City Council with the intent of replacing in its
entirety the May 5, 2004 engagement letter and confirms the new monthly base fee as
well as the expanded hours and services we will provide.
I SCOPE OF SERVICES
As legal counsel to the City, the Firm primarily through Partner, Daniel F.
Mantzaris, with assistance from Partners, D. John "Jack" Morgeson, Jr., and Lindsay
Oyewale 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
332 NORTIi MACINOIIA AVENUE,ORIANdO, FloRIdA 32801 725 EAST PARK AVENUE,TAIIAIIASSEE, FloRIdA 32301 609 WEST HORATIO STREET,TAMPA, FloRIdA 33606
MAIN 407-422-2454 I FAX 407-849-1845 MAIN 850-201-3655 I FAX 850-205-3717 MAIN 813-251-5825 I FAx 813-254-1063
Darren Gray, City Manager
nCity of Clermont
Page 2
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 by the City; review of ordinances and resolutions scheduled 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 full day 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 if specialized outside counsel, i.e. bond counsel, claims defense counsel and labor
wcounsei for arbitration and collective bargaining negotiations 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. Provided, however, the Firm shall provide
pursuant to the fee set forth in II A, below, general labor and employment counsel with
regard to all non-litigation employment matters, including but not limited to, periodic
training in labor issues such as harassment and disciplinary matters.
II. PAYMENT
A. Non Litigation General Matters: The City shall pay to DeBeaubien, Knight,
Simmons, Mantzaris & Neal, LLP (the "Firm") $6,500.00 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. Effective March 1, 2015 and every other year thereafter, the above-referenced
monthly base fee amount shall automatically increase by five (5) percent.
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 the Firm represents the City in these matters, the City shall pay the Firm such
sum as provided or established by the City's carrier.
CI
•DE BEAUBIEN,KNIGHT,SIMMONS,MANTZARIS&NEAL,LLP•
Darren Gray, City Manager
City of Clermont
Page 3
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 the costs incurred shall specify the amount for each category of
costs.
The City Manager, or his designee, upon review and approval of the invoice, will
authorize payment for the costs expended, and payment shall 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.
y) 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.
•DE BEAUBIEN,KNIGHT,SIMMONS,MANTZARIS&NEAL,LLP•
•
Darren Gray, City Manager
City of Clermont
Page 4
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, D. John Morgeson, Jr. and Lindsay
Oyewale as secondary 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.
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 the City of Clermont.
C. Independent 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.
C)
•DE BEAUBIEN,KNIGHT,SIMMONS,MANTZARIS&NEAL,LLP•
Darren Gray, City Manager
City of Clermont
Page 5
E. This engagement letter shall take effect March 1, 2013.
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.
Once again, thank you for this consideration It continues to be our absolute
pleasure to work with the City Council, the City Manager and the City staff
de BEAUBIEN, KNIGHT,
SIMMONS,-MANTZ-R - EAL, LLP
By: `a
Y�
aniel F. Mantzaris, Partner
Date: / l3
CITY OF CLERMONT, FLORIDA, as
authorized by its City Council,
► �
By:
Harold S. T rville, Mayor
Date:
•DE BEAUBIEN,KNIGHT,SIMMONS,MANTZARIS&NEAL,LLP•