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i ' A TRUE COPY 2 P a ° F CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK 3. Payment of Fees and Costs: You shall be billed monthly for time spent and costs incurred on your behalf. You also agree to pay each bill within sixty(60)days from receipt, unless we agree to a different arrangement in writing. In the event that the outstanding balance reaches or exceeds Five Thousand Dollars($5,000.00) for more than thirty(30) days,you consent to Legal Counsel's withdrawal and agree that said withdrawal shall not prejudice Legal Counsel's ability to collect said balance. Similarly, you acknowledge that Legal Counsel shall bill you at its hourly rate for its efforts in collecting past due monies, whether or not a formal action to collect such monies is commenced. In the event that any action is commenced to recover funds owed under this Agreement, the prevailing party shall be entitled to recover their attorney's fees and costs. In any such action, venue shall be in Miami-Dade County, Florida. 4. No Representations or Warranties Concerning the Ultimate Fees and Costs or Likelihood of Success: You expressly agree and acknowledge that Legal Counsel has made no representation or warranty to you concerning the ultimate fees and costs that will be incurred representing you through the conclusion of this Matter. The parties recognize and acknowledge that legal fees for work on the Matter can get very high very fast due to the procedures that govern such representations. Moreover, you further agree and acknowledge that Legal Counsel has made no representation or warranty to you concerning the likelihood of success in this Matter. 5. Aeknowledtement of Ethics Laws: Client expressly acknowledges that certain local, state, and federal rules regarding lobbying could be implicated by this Matter. Client agrees to abide by all such rules which are or may become applicable. I 6. Acknowledilement and Waiver of Potential Conflicts: You expressly understand and acknowledge that Legal Counsel may represent certain interests and advocate certain legal positions that seek to challenge the entitlement and development of real property or which address appropriate governance issues under Chapters 718 or 720 of the Florida Statutes. Such representation includes, by way of illustration, challenges to the validity of certain land development regulations, challenges to certain entitlement processes, challenges to the enactment and adoption of certain development orders as inconsistent with state-mandated comprehensive development master plans, and other land use based challenges. With respect to the impact of private restrictions and statutory provisions on the use of real property, these challenges include attempts by affected parties to limit the uses of real property through their enforcement. In both capacities, Legal Counsel maintains an active litigation and appellate practice where such issues are routinely litigated and where such issues shall continue to be litigated. The direct possibility exists in any such case that an issue of law or policy might be decided which could adversely impact the Matter. You expressly acknowledge this possibility and waive (or agree to waive), to the extent permitted by applicable rules governing the practice of law and the conduct of lawyers, any such actual or implied conflict which could arise by virtue of Legal Counsel's normal and routine practice. Legal Counsel agrees to promptly notify Client of any actual or implied conflict of which it becomes aware. Client acknowledges that Legal Counsel maintains on-going representations with many units of local government and is engaged in representations of property owners and developers �I throughout the State of Florida. No conflict of interest exists or shall be deemed to exist if, when, and where one of Legal Counsel's other clients engages in a development project in the County or ShubnBass PROFESSIONAL ASSOCIATION d6 SW ist Street, 3rd Floor ( Miami, Florida 33130