HomeMy Public PortalAbout2022-46 Selecting Akerman, LLP for lobbying services relating to beach nourishment and other resilience initiativesRESOLUTION NO. 2022-46
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, SELECTING
AKERMAN, LLP FOR LOBBYING SERVICES RELATING
TO BEACH NOURISHMENT AND OTHER RESILIENCE
INITIATIVES IN AN AMOUNT NOT TO EXCEED $60,000
ANNUALLY; PROVIDING FOR AUTHORIZATION; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village of Key Biscayne ("Village") wishes to engage a lobbyist with
respect to beach nourishment and other resilience initiatives, as needed (the "Services"); and
WHEREAS, the Village wishes to continue its professional relationship with Akerman, LLP
(the "Consultant") to perform the Services; and
WHEREAS, pursuant to 2-87 of the Village Code of Ordinances, the Services to be
provided by the Consultant are exempt from the Village's competitive bidding procedures; and
WHEREAS, the Village Council desires to select the Consultant to perform the Services
and authorize the Village Manager to enter into an agreement with the Consultant for the Services
in an amount not to exceed $60,000.
WHEREAS, the Village Council finds that this Resolution is in the best interest and
welfare of the residents of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals. That each of the above -stated recitals are hereby adopted,
confirmed, and incorporated herein.
Section 2. Selection. That the Village Council hereby selects the Consultant for the
Services.
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Section 3. Authorization. That the Village Council hereby authorizes the Village
Manager to execute an agreement with the Consultant in an amount not to exceed $60,000annually,
subject to the final approval of the Village Attorney as to form, content, and legal sufficiency.
Section 4. Effective Date. That this Resolution shall be effective immediately upon
adoption.
PASSED and ADOPTED this 24th_ day of August
ATTEST:
JO'CEL KOCH
VILLAGE CLERK
r
11�
, 2022.
(---O-..----
MICHAEL W. DAVEY, MAYOR
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
WEISS SEROTA HELFMAN COLE & BIERMAN, P.L.
VILLAGE ATTORNEY
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DocuSign Envelope ID: 6C8C7193-1151-40FC-A645-F3C6399B1620
akerman
August 8, 2022
Via Electronic Mail
Village of Key Biscayne Village Council
88 West McIntyre Street
Key Biscayne, FL 33149
Re: Engagement Letter — Advocacy Related to Beach Nourishment
Dear Sir or Madam:
Spencer Crowley
Akerman LLP
Three Brickell City Centre
98 Southeast Seventh Street
Suite 1100
Miami, FL 33131
T: 305 374 5600
F: 305 374 5095
We are pleased that you have engaged Akerman LLP ("Akerman" or "Consultant") to represent
the Village of Key Biscayne, FL ("Client" or "the Village") in the above matter. This letter provides the
terms and scope of the engagement. A copy of our standard terms and conditions of engagement is
enclosed for your review and is incorporated by reference and made a part of this engagement letter. In
the event of any inconsistences between this engagement letter and those of the standard terms and
conditions of engagement, the provisions of the engagement letter will control. If there are questions
concerning this engagement letter, including our standard terms and conditions of engagement, please
give us a call.
Scope of Engagement. We have been engaged by Client as follows:
The Scope of Services set forth herein shall collectively be referred to as the "Services".
Specifically, Consultant will (i) support the Village through the USACE beach and back -bay feasibility study
process, including assistance with appropriations, design, construction, operations, maintenance, and
repair and (ii) engage with federal and at times, state and local government officials and legislators for
necessary support during authorization and appropriations (the "Services"). Support to the Village will
include, but not be limited to, the following:
1. The Consultant agrees to report on state and federal legislation, activities, policies and/or
programs which Consultant may be aware of, and which relate to the Services.
2. The Consultant will provide legal, political and government relations advice to the Village on issues
related to the Services, and will work with critical agencies at the local, regional, state and federal
level to facilitate the Village's agenda related to the Services. Such critical agencies of interest
include but are not limited to: 1)Miami-Dade County Department of Environmental Resource
Management / Regulatory and Economic Resources (MDC-DERM/RER), 2) South Florida Water
Management District (SFWMD), 3) Florida Fish and Wildlife Conservation Commission (FWC), 4)
Florida Department of Environmental Protection (FDEP), 5) United States Environmental
Protection Agency (USEPA), 6) National Oceanic and Atmospheric Administration (NOAA) 7)
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National Marine Fisheries Service (NMFS), 8) United States Army Corps of Engineers (USACE), and
9) United States Fish and Wildlife Service (USFWS). In this role, Consultant shall also assist the
Village in its planning, establishing priorities among its objectives, and developing and
implementing strategic plans relayed to the Services.
3. The Consultant agrees to consult and represent the Village before the Florida State Legislature on
matters related to the Services, as may be requested or directed and authorized by the Village
Manager. The Consultant shall duly register before the governmental entity as applicable before
engaging in any lobbying activities. The Village shall complete any and all forms necessary to
comply with applicable lobbyist registration requirements.
4. The Consultant will assist the Village in identifying, developing and securing funding for projects,
including but not limited to: shoreline protection projects within the Village, protection of the
northwest boundary of the Village and analysis, design and construction of a submerged offshore
barrier if deemed scientifically appropriate.
5. The Consultant will report to the Village Manager and Village Council during budget seasons and
other periods during which specific appropriations and/or policy legislation relevant to the Village
are being considered and addressed by the State Legislature and/or critical state agencies and
departments.
6. The Consultant will arrange, facilitate and host all necessary and appropriate meetings by Village
officials with the members and representatives of critical agencies and departments.
7. The Consultant will attend staff meetings. workshops or Village Council meetings at the Village
Manager's and/or Village Council's request.
The Consultant will provide ancillary services such as relaying news articles, legislative analyses
and important governmental announcements relevant to the Village's resilience goals, objectives, and
interests as mentioned above or as requested by the Village Manager.
Staffing and Fees. Primary responsibility for this engagement will be assumed by Spencer
Crowley. Spencer will provide his services based on a flat fee of $5,000 per month, for the period of one
year, from August 2022 to August 2023.
Retainer. It is normal practice for Akerman to require a retainer when undertaking new
representation. In this instance, Akerman agrees to waive that requirement as a courtesy, but reserves
the future right to require a retainer depending upon the scope of services anticipated.
Choice of Law. The relationship between you as Client and the Firm, including the validity,
construction, and enforceability of this engagement letter, shall be governed in all respects by the law and
professional conduct rules of Florida, without regard to conflicts of laws principles.
We appreciate your confidence in Akerman and look forward to working with you. This
engagement letter may be signed in counterparts. Facsimile or imaged signature pages executed by the
Firm and/or Client shall be effective as original signatures.
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Please indicate your agreement with the foregoing by signing below and returning the signature
page to us (or by sending us an e-mail that you agree to this engagement letter) so that we may commence
work. By signing below or confirming via email, you agree that you have read and fully understand the
foregoing and the Standard Terms and Conditions of this engagement, including the Consent to
Representation of Law Firms advanced waiver on the last page of the Standard Terms and Conditions.
Please call or email me if you have any questions.
Sinc
r
T. Spencer Crowley
DocuSign Envelope ID: 6C8C7193-1151-40FC-A645-F3C6399B1620
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Page 4
AGREED AND ACCEPTED:
VILLAGE OF KEY BISCAYNE, FL
By:
Steven c Williamson
Print Name
DocuSigned by:
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Date:
9/16/2022
DocuSign Envelope ID 6C8C7193-1151-40FC-A645-F3C6399B1620
AKERMAN LLP
STANDARD TERMS AND CONDITIONS OF ENGAGEMENT
The following standard terms and conditions of
engagement are incorporated in and made a part of
the engagement letter for each matter for which
Akerman LLP ("Akerman" or "Firm") is engaged to
represent "Client," as defined in the engagement
letter. In the event of any inconsistencies between
the terms of the engagement letter and those of these
standard terms and conditions of engagement, the
terms of the engagement letter will control.
Additional Terms and Conditions Regarding
Scope of Engagement. The scope of Akerman's
engagement is set forth in the attached engagement
letter, including these standard terms and conditions
of engagement, and is limited to such description.
Any changes or additions to the scope of Akerman's
engagement, which we would be pleased to
consider, must be agreed to and memorialized in
writing prior to such change or addition taking
effect. An attorney -client relationship between
Akerman and the Client exists during the times
when Akerman is actually performing work for the
Client on a particular matter. This engagement
letter creates a structure for establishing future
engagements and attorney -client relationships on an
as -requested basis by the Client and subject to
written confirmation of acceptance by Akerman. It
does not create an attorney -client relationship
absent an actual request by Client for representation
in a particular matter and Akerman's written
acceptance of representation in a particular matter.
Akerman reserves the right to decline representation
in a particular matter. Unless the description of the
scope of Akerman's engagement in the engagement
letter states otherwise, Akerman's engagement does
not include responsibility for (1) review of Client's
insurance policies to determine the possibility of
coverage for either the matter Akerman is handling
or our fees and costs; (2) notification to Client's
insurance carriers about the matter; (3) advice to
Client about Client's disclosure obligations
concerning the matter under state or federal
securities or tax laws; (4) advice about tax issues
that relate to the matter; or (5) other specialized
areas of law unrelated to the specific representation
which the Firm has undertaken. (Akerman has very
capable attorneys in these areas who would be
happy to discuss the terms under which they would
undertake such representation). Akerman will not
provide business, investment, or accounting advice
regarding the matter and we will consider that you
have independently obtained such advice or do not
consider it necessary or relevant to the
representation which we have undertaken. Legal
services provided are solely for the benefit of Client
unless Akerman and Client otherwise expressly
agree in writing. In addition, Client may not assign
its claims handled by Akerman without the express
prior written agreement of Akerman.
Exclusion of Owners, Subsidiaries, Officers,
Directors, Employees and Other Affiliates.
Akerman's client for purposes of the Firm's
representation is the Client as identified in the
engagement letter for the matter, and not, unless
expressly named in the engagement letter, any
"Affiliates" of Client. Unless otherwise agreed in
writing by Client and Akerman, Client agrees that
Akerman's representation of Client in this matter
does not give rise to a lawyer -client relationship
between Akerman and any Affiliates of Client.
Accordingly, unless otherwise agreed in writing by
Client and Akerman, the Firm's representation of
Client in this matter will not give rise to a conflict
of interest in the event the Finn represents other
clients adverse to a Client Affiliate in other matters.
"Affiliates" of Client that are excluded from the
meaning of Client include, but are not limited to
(1) shareholders or constituent partners, members,
or other equity stakeholders, (2) parent. sister,
brother and subsidiary companies, (3) joint
ventures, limited partnerships, general partnerships,
limited liability companies, or other unincorporated
entities in which Client may have an ownership
interest, (4) officers, (5) directors, (6) employees, or
(7) any other party related by family relationship,
management position or capacity, contractual,
cross -ownership or otherwise. Should you feel it
necessary and appropriate to change the identified
client or to include any of the foregoing within the
definition of "Client" for a particular matter,
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please do not hesitate to discuss the matter with us
before signing the engagement letter. The Firm's
objective in this policy is to avoid situations where
(1) true clients or parties in interest being
represented by Akerman find themselves being sued
or in an adverse position to another client of
Akerman because our records did not properly
identify the client, or (2) after undertaking our
representation of you (or another client), and
investing considerable time and dollars on your
behalf, Akerman is forced to withdraw from a
representation because of a conflict which could
have been identified earlier with accurate client
identification at the inception of our attorney -client
relationship.
Information/Client Responsibilities. Akerman
will seek to keep Client informed of the status of
matters. However, Client should feel free to contact
us at any time with questions and comments.
Client agrees to provide Akerman with all
information that Akerman believes is necessary
or appropriate to fulfill our professional
responsibilities, and cooperate with us in matters
such as fact investigation, preparation of pleadings,
discovery responses, and required court
or decisional -body appearances. Client's
responsibilities include the following: abiding by
the engagement letter, paying bills on time, and
keeping Akerman advised of Client's address,
telephone number and whereabouts. Client further
agrees that without Akerman's express prior written
consent, Client will not use Akerman's name or the
fact of its engagement in any form of advertising or
solicitation of business.
Fees and Reimbursable Costs, along with
applicable sales or other taxes, will be calculated
and assessed for the representation of Client as
follows:
Fees. Akerman will bill Client on a monthly basis
unless otherwise specified in the engagement letter
for a specific matter. Each bill will provide a
detailed description and accounting of services
rendered during the immediately preceding month.
The "services rendered" will be broken down into
two separate components: (1) legal services
provided by our attorneys, paralegals and other
professionals, and (2) reimbursable costs and
expenses incurred by Akerman in connection with
its representation of Client. With respect to legal
services, Client will be billed on an hourly basis
(unless otherwise specified in the engagement
letter) at rates which will vary with the nature of the
matter, as well as with the experience and skill of
the attorney, paralegal or professional rendering the
services. Please note that our regular hourly rates
are typically adjusted annually and may be adjusted
at other times during each year.
The time charges recorded by attorneys are not
absolutes to which Akerman adheres without
analysis of the time that has been spent. They serve
as "benchmarks" which ordinarily are followed.
Each month, before bills are submitted, a review is
performed to assess the nature of the services
performed for the client. In charging for our
services, Akerman will consider all the factors
outlined in the applicable ethical rules. These
include the time and labor required, the novelty and
difficulty of the legal issues, the skill required to
properly perform the services, the experience,
reputation, and ability of those performing the
services, any time limitations imposed, the
circumstances, the amount involved and the results
obtained. In the event that a court or other
decisional body (such as an arbitrator) awards
attorney's fees in excess of our actual billings, or
such is agreed in any settlement or related
transaction, it is agreed that, in addition to the
amount Client is obligated to pay, Akerman will be
entitled to recover the amount of such excess from
the opposing party. Additionally, Akerman retains
the right to recover its fees from any recovery
resulting from its services.
Under certain circumstances, the Client may be
entitled to recover its attorney's fees and costs from
an adverse party. Because fees and costs awards are
totally unpredictable, the Client expressly agrees
that it is the Client's obligation under this
Agreement to pay all attorney's fees and costs due
Akerman, without giving any effect to the recovery
of any costs and attorney's fees from any adverse
party. In the event Client has paid costs and
attorney's fees which are subsequently recovered
from an adverse party, those amounts will be used
first to pay all costs and fees due Akerman
hereunder, with the balance then being paid to the
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Client. The amount of the court award of costs and
attorney's fees, if any, does not set or limit the
attorney's fees due Akerman in any way. The
collection of fees from the adverse party is an
additional Akerman service, and the Client is
expected to pay Akerman a further fee on the same
basis as set forth in the Agreement for performing
such service. In regard to any amounts which may
be recovered for the Client, whether through
litigation or otherwise, those amounts will be paid
to the trust account of Akerman and will be used to
pay all costs and attorney's fees due Akerman
hereunder, with the balance then being paid to the
Client.
Additionally, if in response to Client's request or by
requirement of lawful process Akerman testifies;
gathers and/or produces documents; responds to
document hold or production requests; or responds
to any other requests in connection with possible,
threatened or actual proceedings commenced by
third parties that relate to Akerman's representation
of Client, Client agrees to pay Akerman its
reasonable fees and costs incurred.
Although Akerman will use its best efforts to
represent Client effectively, Akerman cannot
guarantee success and payment of our bills is not
contingent upon the outcome of the matter or the
results obtained. Please let Akerman know if there
are ever any questions concerning our billing or the
basis of our charges.
Reimbursable Costs and Expenses. The second
component of "services rendered" shown on the bill
will be a summary of costs and expenses by
category which includes, but is not limited to,
expenses such as filing fees, court reporter fees,
witness fees, deposition transcripts, court costs,
expert charges, audit response letters, long distance
telephone, postage, photocopy/scan/print charges,
facsimile charges, secretarial and word processing
overtime, video conferencing, overnight or special
delivery services, research services (such as
Westlaw and LEXIS), travel, lodging, meals, and
costs related to the collection and imaging of
records. Such expenses will be itemized on
Akerman's statements. Certain cost bills may be
forwarded to Client for payment directly to the
vendor. Due to delays in Akerman's receipt of bills
for costs and expenses from third party vendors,
Akerman's billing of Client may be delayed. In
addition, if substantial costs are to be advanced in
connection with the matter, it is Akerman's practice
to obtain a retainer to cover such costs or to have
them billed directly to Client for payment. Billing
for certain cost items may include a surcharge.
Others are billed at the amounts actually charged to
Akerman.
Employment of Additional Professionals. If
Akerman deems it necessary to employ additional
professionals with specialized skills and, after
consultation with the Client, the Client deems it
appropriate to do so, additional professionals may
be employed by Akerman. In such event, where
appropriate and subject to Client approval,
Akerman will employ such professionals in the
name of the Client. Notwithstanding the form of
employment of the professional and regardless of
whether the professional's invoice is addressed to
Akerman or to the Client, Client is obligated to pay
the fees of the professional in full, upon the
rendering of a statement. Akerman reserves the
right to request and obtain an additional retainer to
defray the fees and expenses of professionals
employed in connection with Client's matter. All
fees and expenses of professionals shall be subject
to the security provisions, interest provisions and
other applicable provisions of this engagement
letter.
Advice about Possible Outcomes. From time to
time, either at the outset or during the course of our
representation, we may express opinions or beliefs
concerning the matter or various courses of action
and the results that might be anticipated. Any such
statement made by any lawyer of the Firm is an
expression of opinion only, based on information
available to us at the time, and should not be
construed as a promise or guarantee.
Right to Separate Counsel. Client acknowledges
having had the opportunity to seek the advice of
separate counsel with respect to this engagement
letter.
Electronic Communications. The use of
electronic communications ("EC") (such as email)
can be an efficient means of communication, and
Akerman often uses it to communicate with clients.
Some clients also use instant messaging as a means
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of communication. However, these electronic
communications can be delayed or blocked (such as
by anti-spam software) or otherwise not transmitted.
Client must not assume that an email or instant
message sent to Akerman was actually opened and
read unless Client receives a non -automated reply
message indicating that Akerman has read Client's
message. Akerman may send documents or other
information that is covered by the attorney -client or
work product privileges using external EC. Client
understands that EC is not an absolutely secure
method of communication. Client's execution of the
engagement letter will serve to acknowledge and
accept the risk and authorize Akerman to use EC
means to communicate with Client or others
necessary to effectively represent the Client. If
there are certain documents with respect to which
the Client wishes to maintain absolute
confidentiality, the Client must advise Akerman in
writing not to send them via EC, and Akerman will
comply with Client's request.
Trust account. Under applicable law, interest on
attorneys' trust accounts for clients may be payable
to a state fund for legal services to the indigent,
unless clients specifically elect separate trust
accounts. If Client desires Client's deposit to be
placed in a trust account with interest payable to
Client, please so advise. Client will reimburse
Akerman for the costs of such account, and
Akerman will provide Client with an Advance
Deposit Form where Akerman will need Client's
taxpayer identification number on the signed W-9
Form. Akerman's trust accounts are held in
approved financial institutions, and bear interest at
the bank's rates for this type of account. The bank,
however, is subject to change at Akerman's
discretion.
Payment; Security for Payment. Unless
otherwise specifically agreed in the engagement
letter, Akerman expects payment from Client upon
receipt of the bill. Prompt and full payment for
Akerman's services is vital to Akerman's ability to
efficiently provide legal services to all clients. By
executing the engagement letter, Client agrees to
pay Akerman's invoice upon receipt of the bill,
unless otherwise specified in the letter. A failure to
question or object to any charges within thirty (30)
days after receipt of a statement will constitute
Client's agreement to the statement as presented.
Akerman reserves the right, in appropriate cases, to
request security, including a retainer deposit, for
fees and expenses. Security for fees and expenses
and the determination of what will constitute
acceptable collateral or who will personally
guaranty payment, will be made by Akerman after
consultation with the Client. In addition, applicable
law may provide attorneys with liens upon materials
coming into their possession to secure the payment
of their fees. This retaining lien, as well as
appropriate charging liens, may be asserted by
Akerman in appropriate circumstances. In the event
of any proceedings to enforce the provisions of this
engagement letter, or otherwise between Akerman
and the Client, the prevailing party shall be entitled
to recover its reasonable attorneys' fees and court
expenses from the other party.
Interest on Overdue Accounts. Client
understands and agrees that if payment is not made
within thirty (30) days of the bill date, an interest
charge may be added to the outstanding balance in
accordance with the laws of the state that governs
this agreement. Akerman also reserves the right to
discontinue services if Akerman's bills are not paid
in a timely manner, and to seek payment for all past
services rendered.
Term of Engagement. The effective date of
Akerman's agreement to provide services is the date
on which we first performed services. The date at
the beginning of the engagement letter is for
reference only. Either Akerman or Client may
terminate the engagement at any time for any reason
by written notice, subject, on Akerman's part, to
applicable rules of professional conduct. If Client
so requests, Akerman will suggest possible
successor counsel. If permission for withdrawal is
required by a court, we will promptly apply for such
permission, in accordance with local court rules,
and Client agrees to engage successor counsel to
represent Client.
Termination. Absent express notice of
termination, Akerman's representation of Client will
conclude with respect to any particular matter for
which Akerman has been engaged upon completion
of Akerman's work on such matter. The Firm's
attorney -client relationship for such matter will
terminate at such time. Such termination or
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withdrawal will not relieve Client of its obligation
to pay for services rendered through the termination
or withdrawal date, including work in progress and
incomplete at the time of termination or withdrawal,
and for all expenses incurred on behalf of Client
through the termination or withdrawal date.
Post -Engagement Matters. Client has engaged
Akerman to provide legal services in connection
with a specific matter as described in the
engagement letter. After completion of the matter,
changes may occur in the applicable laws or
regulations that could have an impact on the Client's
future rights and liabilities. Unless Client engages
Akerman to provide additional advice on issues
arising from the matter, Akerman has no continuing
obligation to advise Client with respect to future
developments.
Firm Marketing. Akerman reserves the right to
publish the name of Client in legal directories, as
well as in Akerman's brochures, web site, deal lists
and other marketing materials, which may describe
the types of services Akerman provides and the
transactions and litigations that Akerman has
handled. Akerman also may provide the name,
address and telephone number of Client to
prospective clients for use as a reference for
Akerman. Any such disclosures are subject in all
cases to Akerman's obligation to maintain the
confidences of Akerman's clients. Client should
advise us in writing if it desires that Akerman not
publish any information about it in any legal
directory, brochure, web site or other marketing
materials, and/or that Akerman not provide Client's
name, address or telephone number to prospective
clients.
Internal Review. In the course of our
representation of Client, it may be necessary for
Akerman lawyers to analyze or address their
professional duties or responsibilities or those of
Akerman, and to consult with Akerman's General
Counsel or other lawyers in doing so. To the extent
Akerman is addressing its duties, obligations or
responsibilities to Client in those consultations, it is
possible that a conflict of interest might be deemed
to exist as between Akerman and Client. As a
condition of this engagement, Client consents to
such consultations occurring and waives any
conflict of interest that might be deemed to arise out
of any such consultations and any resulting
communications. Client further agrees that these
consultations and any resulting communications are
protected from disclosure to Client and others by
Akerman's attorney -client privilege. Of course,
nothing in the foregoing shall diminish or otherwise
affect Akerman's obligation to keep Client informed
of material developments in Akennan's
representation of Client, including any conclusions
arising out of such consultations to the extent that
they affect Client's interests.
Responses to Audit Letters. If Client engages an
accountant to audit Client's financial statements, it
is likely the accountant will request, during the
audit, that Akerman provide a written description of
all pending or threatened claims for lawsuits to
which Akerman has given substantive attention on
Client's behalf. This request is typically a
standardized letter provided by the accountant
which Client is requested to send to Akerman.
Akerman will typically charge Client for providing
the response to the audit letter. Client agrees to pay
such costs related to the response to the audit letter.
Conclusion of Representation and Disposition of
Client Files. Akerman is not obligated to keep
files/records related to a matter after that matter is
finished unless required to do so by operation of
law. Upon conclusion of Client's representation,
subject to the payment provisions of applicable
rules of professional conduct, Akerman will return
to Client the Client's original papers, hard
copy/electronic documents and/or other property
that Client provided to the Firm during the
engagement. Client agrees to accept the return of
such documents and/or property. If Client so
requests, Akerman will also provide to Client, at
Client's expense, copies or originals of Client's file.
Akerman and Client agree that lawyer work product
(for example, drafts, notes, internal memoranda,
work files, etc.) are the property of Akerman.
Akerman reserves the right to make, at Client's
expense, copies of all other documents generated or
received by Akerman in the course of Akerman's
representation of Client. All such documents
retained by Akerman, including client files
(including any original documents and/or property
that we attempted unsuccessfully to return to you)
and Akerman files, will be transferred to the person
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responsible for administering our records retention
program. For various reasons, including the
minimization of unnecessary storage expenses,
Akerman reserves the right to destroy or otherwise
dispose of any documents or other materials
retained by us thirty (30) days after providing notice
of intention to destroy them (unless Client requests
those materials within thirty (30) days of
notification) or after ten years from the date the
matter is completed.
Consent to Representation of Law Firms.
Akerman represents other law firms in various
matters. During the time we are representing Client,
we may represent other law firms in matters
unrelated to this matter, including the representation
of other law firms that represent present or future
parties in disputes or transactions adverse to Client.
When Akerman represents other law firms in
matters unrelated to Client's matter(s), we do not
believe that such representations create a material
limitation on Akerman's representation of the
Client. (A material limitation arises if there is a
significant risk that a lawyer's ability to consider,
recommend, or carry out an appropriate course of
action for a client will be materially limited as a
result of the other responsibilities or interests of the
lawyer or of other lawyers in the lawyer's firm).
When Akerman represents other law firms in
matters unrelated to Client's matter(s), we do not
believe that such a significant risk exists in such
situations. In addition, we do not believe that the
exercise of Akerman's independent judgment as
counsel to each party generally will be affected by
our representation of Client in its matter(s) and our
representation of law firms in unrelated matters.
Client acknowledges that we have disclosed the
potential material limitation conflict of interest
identified herein, and specifically consents to
Akerman's representation of Client and our
representation of law firms in unrelated matters
including law firms that represent present or future
parties in disputes or transactions adverse to Client.
Client waives any conflict of interest with respect to
those representations.
Modification in Writing Only; Severability. No
change to the engagement letter shall be effective
unless and until confirmed in writing and signed by
the Firm and Client making express reference to the
engagement letter. The engagement letter,
including these terms and conditions of
engagement, embodies the whole agreement of the
parties. There are no promises, terms, conditions or
obligations other than those contained herein, and
the engagement letter shall supersede all previous
communications, representations, or other
agreements, either oral or written, between the Firm
and Client for the engagement. If any provision of
the engagement letter is held in whole or in part to
be unenforceable for any reason, the remainder of
that provision and of the entire engagement letter
will be severable and remain in effect.
DocuSign Envelope ID: 6C8C7193-1151-40FC-A645-F3C6399B1620
Advanced Waivers. As you know, Akerman
represents a broad base of clients on a variety of
legal matters. Accordingly, absent an effective
conflicts waiver, conflicts of interest may arise
that could adversely affect the Client's ability and
the ability of other Akerman clients to choose
Akerman as its counsel and preclude Akerman
from representing the Client or other Akerman
clients in pending or future matters. Given that
possibility, we wish to be fair not only to the
Client, but to other Akerman clients as well.
Akerman attorneys have in the past and may in
the future represent banks or other financial
institutions, such as mortgage lenders, loan
servicers or trusts (collectively, "Financial
Institutions"), in foreclosure and other litigation
matters in which the underlying property may be
subject to liens or other security interests of the
Client. The Client agrees that Akerman may,
from time to time, represent Financial Institutions
in matters adverse to the Client that are unrelated
to any Client Matters, including in litigation
matters or otherwise (collectively, the "Financial
Institution Matters"), and that Client will waive
any and all conflicts which may arise as a result
of Akerman's representation of any Financial
Institutions against the Client in any Financial
Institution Matter. Notwithstanding the
foregoing, Akerman will not represent a
Financial Institution in the same Client Matter in
which Akerman is representing the Client.
Akerman attorneys have in the past and may in
the future represent developers, builders, or other
clients in miscellaneous zoning and land use
matters that may come before the City
Commission from time to time. The Client agrees
that it will waive any and all conflicts which may
arise as a result of Akerman's representation of
any other clients before the Client relating to any
real estate, zoning, entitlement or other
development related matters including but not
limited to development agreements, easement
agreements, plat approvals, road vacations,
administrative proceedings and court appeals of
any adverse rulings, etc. (all of the foregoing
collectively the "Zoning Matters").
Akerman attorneys have in the past and may in
the future represent developers, builders, service
providers, and/or other clients in a range of
industries in miscellaneous negotiations with the
Client for contracts for goods or services, as well
as in procurement matters. The Client agrees that
it will waive any and all conflicts which may arise
as a result of Akerman's representation of any
other clients in negotiating with Client or its
representatives, or counseling clients on their
participation in the procurement process with
Client, as well as representing such a client in any
resulting administrative proceedings and court
appeals of any adverse rulings (collectively the
"Contract/Procurement Matters").