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HomeMy WebLinkAboutCRA-R-23-0057 Exhibit CExhibit "C" SEROTA HEL. `»;AN CCE + 8iEPMAN MARLON HILL, ESQ. mhill@wsh-law.com August 28, 2023 VIA E-MAIL (jmcqueen@miamigov.com) Mr. James McQueen Executive Director Southeast Overtown Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, Florida, 33136 Re: Retainer Agreement — Real Estate Transactions Dear Mr. McQueen: We are pleased that you have decided to engage this Firm to represent the Southeast Overtown Community Redevelopment Agency (the "SOUTHEAST OVERTOWN CRA"). We apologize in advance for the formality of this letter, but it is our Firm's policy to enter into a written retainer agreement with new clients. From our experience, we have found that clients appreciate a frank and open discussion and understanding of the services that we will perform and the basis upon which they will be expected to pay for those services. This letter is intended to set forth our understanding as to the nature and scope of the legal services we have agreed to render for the SOUTHEAST OVERTOWN CRA, the amount of our fees for those services, the manner in which our fees for those services shall be determined and the terms upon which the SOUTHEAST OVERTOWN CRA will make payment. 1. Nature of Legal Services. You have engaged us to assist you with the Mr. James McQueen August 28, 2023 Page 2 of 4 purchase of the Property. Our services will include the following: a. Drafting and negotiation of the purchase agreement; b. Review title and survey matters; c. Review any due diligence matters at your request; and d. Perform tasks related to the closing of the Property. 2. Fees for Services. With regard to the fees and costs incurred for our services, the SOUTHEAST OVERTOWN CRA will be charged and agrees to pay for our services on the basis of our hourly rates. Maria Currais and Ed Soto will be the SOUTHEAST OVERTOWN CRA's outside real estate transactions counsel, and the SOUTHEAST OVERTOWN CRA will be billed at our discounted hourly rate of $325 per hour. Other personnel may work on SOUTHEAST OVERTOWN CRA matters as well. Paralegals and clerks will be billed at a rate of $175 per hour. Where practicable, we will delegate work to attorneys working under our supervision at lower hourly rates based on their experience. It is our practice to charge for actual time expended on the City's behalf, but not less than 2/10ths of an hour for each activity. All of our rates are reviewed and may increase on October 1 of each year. 3. Costs. In addition to the fees discussed in paragraph 2, we anticipate that certain expenses may be incurred and advanced on the SOUTHEAST OVERTOWN CRA behalf. These expenses may include filing fees, recording costs, out-of-town travel expenses, delivery charges, long distance telephone charges, photocopies (xerox), special postage (express mail, certified mail and the like), computer research charges, court reporter expenses (including cost of transcript and court reporter's fee for attendance), court costs (such as filing fees, service of process, newspaper publication costs, subpoena costs, witness fees, recording fees, etc.), accounting and appraisal fees, fees and expenses of experts necessary to assist in the preparation and hearing of any matter, investigation costs, word processing fees, computer charges and applicable lobbyist registration fees. In addition to our fees for legal services, the SOUTHEAST OVERTOWN CRA agree to pay us for such out-of- pocket expenditures. In the event unusually large costs or advances are anticipated, we reserve the right to require an additional cost deposit from SOUTHEAST OVERTOWN CRA prior to undertaking the expenditures of funds on the SOUTHEAST OVERTOWN CRA behalf. 4. Payment of Fees and Costs. Our invoices will be submitted to the SOUTHEAST OVERTOWN CRA on a monthly basis and each invoice will be due MIAMI I FT. LAUDERDALE I BOCA RATON I TAMPA I WSH-LAW.COM Mr. James McQueen August 28, 2023 Page 3 of 4 and payable when rendered. SOUTHEAST OVERTOWN CRA must understand that if any invoice remains unpaid for more than 30 days after it is rendered, we reserve the right, in our discretion (subject to court approval, if necessary), to cease to provide further legal services to SOUTHEAST OVERTOWN CRA. SOUTHEAST OVERTOWN CRA will, however, be liable to us for the payment of any fees earned and any costs incurred by us to that time, together with any applicable taxes. In the event we are ultimately required to bring suit to collect any undisputed unpaid fees and costs, the SOUTHEAST OVERTOWN CRA understands that it will be required to pay reasonable attorneys' fees as well as legal interest on the amount of any fees and costs due us. SOUTHEAST OVERTOWN CRA further understands that we have the right to retain any and all files, papers and other property coming into our possession in connection with our engagement without any liability to the SOUTHEAST OVERTOWN CRA until we have been paid all costs, fees and interest due us under this agreement. Interest at the rate of 12% per annum will be added to any invoice, which remains unpaid for more than 30 days after it is rendered. 5. Withdrawal from Representation. We reserve the right to withdraw from representing SOUTHEAST OVERTOWN CRA if SOUTHEAST OVERTOWN CRA misrepresents or fails to disclose material facts to us, or if we disagree about the course of action which should be pursued. 6. Advanced Fees and Costs Deposit. In order to retain services of this Firm, we customarily require a retainer fee; however, we are waiving this requirement for this representation. 7. Representation of Other Clients. We are bound by rules of legal ethics not to represent any client if the representation of that client will be directly adverse to the interests of another client unless each such client consents to such representation after consultation. If this letter is addressed to more than one person, Your signature of this letter will constitute such consent from the SOUTHEAST OVERTOWN CRA with respect to the matter specifically described in the paragraph of this letter entitled "Nature of Legal Services." MIAMI I FT. LAUDERDALE I BOCA RATON I TAMPA 1 WSH-LAW.COM Mr. James McQueen August 28, 2023 Page 4 of 4 8. Fees for Other Services. In the event SOUTHEAST OVERTOWN CRA asks us to render legal services with respect to other matters, in the absence of a written agreement specifically addressing that representation, the other matters will be handled on an hourly basis, and fees and costs will be payable under the same terms and conditions as provided for in paragraph 2, 3, and 4 of this letter. 9. Commencement of Representation. If the foregoing is agreeable to the SOUTHEAST OVERTOWN CRA, please acknowledge SOUTHEAST OVERTOWN CRA's understanding and agreement by signing this letter and delivering it to us, together with payment of the retainer and/or cost deposit set forth above, if any. We appreciate SOUTHEAST OVERTOWN CRA's confidence in our Firm and assure SOUTHEAST OVERTOWN CRA that we will make every effort to perform our services in a prompt and efficient manner. If you have any questions or comments concerning this engagement letter, please let me know. Otherwise, please indicate SOUTHEAST OVERTOWN CRA's agreement with the foregoing by signing this engagement letter and returning it to me. 2023. Sincerely, WEISS SEROTA HELFMAN COLE & BIERMAN, P.L. Marlon Hill AGREED AND ACCEPTED on this day of SOUTHEAST OVERTOWN COMMUNITY REDEVELOPMENT AGENCY By: Name: James McQueen Title: Executive Director MIAMI I FT.LAUDERDALE I BOCARATON I TAMPA I WSH-LAW.COM