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HomeMy WebLinkAboutCRA-R-24-0022 Exhibit BExhibit "B" New York Jersey City Philadelphia Los Angeles Miami Fort Lauderdale 1-1.'11 LLP LY v Please reply to Miami Office February 5, 2024 Via email to vtbrownAmiamigov Vincent T. Brown, Esq. Staff Counsel Southeast Overtown/ Park West Community Redevelopment Agency 819 NW 2nd Avenue 3rd Floor Miami, FL 33136 Re: Emmanuel Miot vs. City of Miami, Miami Parking Authority, Southeast Overtown/Park West Community Redevelopment Agency 11th Judicial Circuit in and for Miami -Dade County Case No.: 2023-027757-CA-01 (the "Matter" or "Scope qf Work') Dear Mr. Brown: Scope of Representation Bonita Springs Boca Raton West Palm Beach Orlando Tampa Jacksonville The following serves as the terms and conditions regarding your engagement of Lydecker LLP ("Law Firm" or "We"), to handle the defense of Southeast Overtown/Park West Community Redevelopment Agency (the "Client" or "You") in the litigation specifically referred to above as the "Matter." The Scope of Representation is limited to the representation of Client in legal defense in the Matter ("Scope of Representation"). Any change to the Scope of Representation must be approved by Law Firm and Client in writing. If the above -stated scope of representation is not within your understanding, please contact me immediately. If this Agreement meets with your approval, please execute the Retainer Agreement in the designated space on the last page as soon. Terms & Conditions of Representation Our engagement includes the terms and conditions set forth below. We can perform true and beneficial services for a client only if we are aware of all information that might be relevant to our representation. Consequently, we trust that our attorney/client relationship with you will be based on mutual confidence and unrestrained communication that will facilitate our proper representation of the Client. Additionally, you should be aware that any instances in which we represent a corporation or other entities, our client relationship is with the "entity" and not with individual executives, shareholders, directors, partners or persons in similar positions, or with its parent, subsidiaries, or other affiliates. For these purposes, Law Film and Client agree as follows: 1221 Brickell Avenue • 19th Floor • Miami Florida 33131 f Tel: 305,416.3180 I Fax: 305.41.6.3190 1 www.lydecker.com 1. Law Firm will provide services of a strictly legal nature relating to the Matters described hereinabove. Client shall cooperate fully with the Law Firm, provide all information known by or available to Client which may aid Law Firm in representing Client, and cooperate with Law Firm in scheduling Client's participation in the matter, including without limitation, providing discovery responses and other compliance with rules and orders of Court in a timely manner. Client will make such business or technical decisions and determinations as are appropriate. Client will not rely on Law Firm for business, investment or accounting decisions or expect Law Firm to investigate the character or credit of a person or entities in which Client may be dealing, unless otherwise specified. 2. Client agrees to be candid and cooperative with Law Firm and will keep Law Firm informed with complete and accurate factual information, documents and other communications relevant to the subject matter of Law Firm's representation or otherwise reasonably requested by Law Firm. Law Firm must necessarily rely on the accuracy and completeness of the information Client and Client's agents provide to Law Firm. 3. Because it is important that Law Firm is able to contact Client at all times to consult with Client, please inform Law Finn in writing of any changes in Client's mailing address, e-mail address or telephone number, or changes in the name, address, telephone number, contact person, e-mail address, state of incorporation, solvency or other relevant changes regarding any of Client's businesses. Whenever Law Finn need Client's instruction or authorization in order to proceed with legal work on Client's behalf, Law Firm will contact Client at the latest business address Law Firm has received from Client. If Client affiliates with, acquires, is acquired by, or merges with another client, please provide Law Firm with sufficient notice to permit Law Firm to withdraw as Client's lawyers if Law Firm determines that such affiliation, acquisition, or merger creates an irreconcilable conflict of interest between any of Law Fitin's other clients and the other party to such affiliation, acquisition, or merger, or if Law Firm determines that it is not in the best interests of the firm to represent the new entity. 4. Privileged Communications Exchanged by Electronic Means. Client acknowledges that the Law Firm's attorneys and staff sometimes communicate with Client, and Client's professionals and agents, by cellular phone, text messaging, videoconferencing and/or electronic mail, and that such communications are capable of being intercepted by others. Client and the Law Firm expressly disclaim any intention to limit or waive legal protections afforded to their communications by using any electronic means. Client agrees to inform Law Finn if Client desires that privileged matters not be discussed through such electronic means. Client agrees to inform the firm in advance if Client wishes to institute a system to encode all e-mail communication between the Law Firm and Client, or Client's professionals or agents, or otherwise to limit or prohibit the use of electronic means of communication during the engagement. 5. Client authorizes and directs the Law Firm to take such actions as the Law Firm deems advisable on Client's behalf in this representation, except that the following specific decisions must be approved in advance by Client: (1) whether or not to accept any proposed settlement agreements, make any settlement offers and the economic and other terms of such settlement agreement; (2) the engagement of experts, special counsel, or other professionals or support persons outside the Firm, and the economic terms and conditions of such engagement, (3) filing of cross -claims, counterclaims or third -party complaints and (4) filing of any dispositive motions. 2 6. Consent to Law Firm's Representation of Others. Client and Law Firm agree and understand that this is not an exclusive agreement. As is the case with any law firm, Law Firm may from time to time represent one client whose interests may conflict with those of another client. For example, Law Firm may represent Client in a matter and, at the same time, Law Fin-n may represent another client adverse to Client in a substantially unrelated matter, provided that Law Firm reasonably believes that it will be able to provide competent and diligent representation to Client and the other client. As part of Law Firm's engagement, Client consents in advance to any existing concurrent representations (and agrees not to seek Law Firm disqualification as a result) and will not unreasonably withhold its consent to any such future concurrent representations once so advised by Law Film. Client should consider obtaining the advice of independent counsel regarding the implications of this consent. By executing this agreement, Client consents to Law Firm's concurrent representations under these conditions. 7. No Representation of Client's Affiliates. Client has agreed that Law Fiiiii's representation does not give rise to a lawyer -client relationship between Law Firm and any of Client's affiliates. Accordingly, representation of Client will not give rise to any conflict of interest (or cause for Law Firm's disqualification) in the event other clients of the firm are adverse to any of Client's affiliates. Billing Arrangements and Terms of Payment 8. Fees and Billing. The Firm will be compensated by the Client for all Services rendered: at the rate of $225 per hour for all Partner time and $215 per hour for all Associate time. Paralegal or law clerks will be billed at the rate of $100 per hour. Payment in full of the Firm's statements is due within forty-five (45) days from the time the Fiiiii's statement is received by the Client. Statements must be submitted to the Client monthly. Each statement submitted for payment must include the following infonnation: a) Description of Legal Services. A specific description of the service performed by the Film 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. 9. Costs, Expenses and other Disbursements. The Client shall be responsible for costs and expenses associated with the Firm's rendering of these Services as follows: hearing transcripts; facsimile charges; in-house photocopying (see below); and postage. All other costs, expenses or other disbursements, including any travel or travel -related per diem expenses not previously approved by the Client in writing (see travel and per diem below), are prohibited and shall not be 3 paid by the Client. All costs and expenses billed to the Client will be at the Fiiin's actual cost, without any mark-up. 10. Other Client in Unrelated Matters. The Firm certifies that no prohibited conflict of interest currently exists with regard to the rendering of these Services to the Client, but that the Finn represents the City of Miami in other unrelated matters. Interest and Collections 11. Additionally, if Law Firm has not been paid within thirty (30) days from the date of the statement, Law Firm will impose an interest charge of one and one-half percent (1.5%) per month (an eighteen percent (18%) annual percentage rate), from the thirtieth (30th) day after the date of the statement until it is paid in full. Interest charges applied to specific monthly statements are on an individual statement basis. Any payments made on past due statements are applied first to the outstanding statement. If Law Firm's statement is not paid in a timely manner Law Firm reserves the right to discontinue services. 12. Client hereby grants Law Firm a security interest in any sum recovered, to the extent of the sums provided in this Agreement for Law Firm's legal fees, and any other fees, charges, costs and expenses. 13. Law Firm shall have the right to cease to provide legal services and withdraw as Client's counsel upon obtaining leave of court, if applicable, if any invoice or charge remains outstanding and unpaid by Client in excess of thirty (60) days after the invoice date, or for any other reason for which Law Firm, in the exercise of its professional discretion, deems it appropriate to cease representation of Client. Client has the right to terminate the Firm's representation at any time, but the provisions of this Agreement related to payment and collection of fees and costs will remain applicable and shall survive such termination. Should Law Firm cease to represent Client for any reason and any attorneys' fees or costs remain unpaid, the Firm is entitled to a charging lien, a retaining lien, and to payment of any costs and attorneys' fees out the Client's trust balance, of any, or out of any eventual recovery in the action or other rights retained herein. 14. In the unlikely event that it is necessary to institute legal proceedings to collect Law Firm's fees and costs, the prevailing party will be entitled to recover its reasonable attorneys' fees, and other costs of collection, even if the legal services are provided by Law Firm. Post judgment interest shall accrue at the rate of eighteen percent (18%) per annum. 15. For collection purposes, Law Finn may assign Client's account(s) to an entity as permitted by Florida law and the Rules Regulating The Florida Bar, and we may represent that entity in pursuing collection of Client's account(s). Additional Terms & Conditions 16. During the course of Law Firm's representation, Law Firm may express opinions and beliefs regarding the potential exposures to Client or anticipated outcome of this case. Law Firm's 4 opinions and beliefs are based on information and circumstances as Law Firm understands exist at the time Law Firm provides them. Circumstances and information may change as the matter proceeds which may impact Law Firm's opinions and beliefs. Law Firm reserves the right to amend, modify, and change its opinions regarding potential exposures and outcomes. Law Firm cannot guarantee the outcome of Client's matter or the anticipated results and Client should not interpret Law Firm's advice and representations as a guarantee given the uncertainty of the litigation process and the inability to accurately predict an outcome of the litigation. 17. This Agreement may be amended at any time by mutual consent of the parties, but only in writing, signed by both Law Firm and Client. 18. Either party's failure to insist on compliance or enforcement of any provision of this Agreement shall not affect the validity or enforceability of any other provision, nor shall it be deemed a waiver of future enforcement of that provision or any other provision of this Agreement. Applicable Law, Venue, Litigation, and Alternative Dispute Resolution 19. This Agreement shall be governed for all purposes by the laws of the State of Florida, without regard to its conflict of laws rules. If any provision of this Agreement is declared void, that provision shall be deemed severed from this Agreement, which shall otherwise remain in full force and effect. 20. Any litigation related to this Agreement shall be brought exclusively in Miami -Dade County, Florida, the place where this Agreement will be deemed to have been executed. The parties hereby irrevocably submit to the jurisdiction of the courts sitting in the State of Florida and agree that the appropriate venue for any legal proceedings arising connection with this Agreement shall be exclusively a court of competent jurisdiction located in Miami -Dade County, Florida, Each party further agrees that those courts shall have personal jurisdiction and venue over that party, even if that party is then residing outside of the State of Florida and each party waives its right to object to jurisdiction and venue in Miami -Dade County, Florida. 21. At the written request of the Law Firm or Client, a dispute may be submitted to mediation prior to the commencement of any adversarial case between Law Firm and Client. Either party may request mediation in writing within ten (10) calendar days following the Law Firm's notice of invocation of these dispute resolution procedures. If served by first class mail, a notice of a request for mediation shall be considered received by the other party three (3) calendar days after mailing If the other party within five (5) calendar days after notice does not also agree in writing to mediate, either party may then commence any adversarial case without further delay. If the parties agree to mediate, the mediation shall be completed no later than forty-five (45) calendar days following the initial written request for mediation. 22. In the mediation process, the parties will try to resolve their differences voluntarily with the aid of any impartial mediator, who will attempt to facilitate negotiations. The mediator will be selected by agreement of the parties. However, if the parties cannot agree on a mediator, any party may request that JAMS/Endispute designate a mediator. The mediation will be conducted as specified by the mediator and agreed upon by the parties. The parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute. The mediation will be treated as a settlement discussion. The mediation will be treated as confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. No recording or 5 transcript shall be made of the mediation proceedings. Each party will bear its own costs in the mediation and will share equally in the mediator's fee. 22. If either party fails to strictly follow these mediation procedures, the other party shall be entitled to commence any adversarial proceeding without further delay. The parties may agree to submit their dispute to arbitration. In the event an adversarial proceeding is brought by either party to resolve a dispute, the prevailing party shall be entitled to recover from the other party all of its professional fees, costs and other expenses incurred throughout any proceeding before any court or arbitration panel, including all appeals. Therefore, if the above terms and conditions meet with your approval, please execute the agreement in the space designated below and return a copy by email along with the retainer funds. Thank you. We look forward to working with you. ACCEPTED BY: Name: C ) C Q0£„i t� Title: -L--3.7C Ar -C L j Date: DAL' w 6 Sincerely, /s/Stephen Hunter Johnson Richard J. Lydecker Stephen Hunter Johnson Lydecker LLP