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Home My WebLink About2010-233 a , } 10o5 - 10 t. F . 1 , a � 1v - a33 BUS H R ® S S ATTORNEYS AT LAW 1801 North Highland Avenue Tampa, Florida 33602 (813) 224 - 9255 [Phone] (813 ) 223 - 9620 [Fax) www . hushross . com Mailing Address : Post Office Box 3913 Tampa , Florida 33601 . 3913 September 28 , 2010 Indian River County Board of County Commissioners Indian River County Administrator's Office County Administration Building Administration Building A 1801 27th Street Vero Beach 32960-3388 Re : Legal Services Agreement Dear Mr. Polackwich : Thank you for your interest in having Bush Ross , P . A . ("Bush Ross" or "we ") represent Indian River County Board of County Commissioners (the " Client" or "you") in connection with the Odyssey Properties III, LLC , and related entities , and other general matters specifically referred in the future . We are delighted that you selected Bush Ross , and we look forward to a mutually beneficial relationship . This agreement sets forth the scope, terms and conditions of Bush Ross ' engagement as counsel. Although we do not wish to be overly formal in our relationship with you, we have found it a helpful practice to confirm with our clients the terms of our representation . 1 . Limited Scope of Enga ement. Bush Ross has been retained by the Client with respect to the matter(s) described above . Any new or expanded engagement beyond such matter(s) will require our prior written agreement . Similarly, Bush Ross is entering into an attorney-client relationship only with the Client . Any representation of any person or entity other than the Client ( such as ( a) a parent , subsidiary or other direct or indirect affiliate of the Client or (b) an officer, director, manager, investor, or controlling person of the Client or an affiliate of the Client) will require our prior written agreement . Nothing in this agreement and nothing in our statements to you should be construed as a promise or guarantee about possible results relating to our representation of you . Indeed , 845450. 2 B U H I ARO S S TTORNEYS AT LAW Indian River County Board of County Commissioners September 28 , 2010 Page 2 although we may offer opinions about possible results , we can neither predict nor guarantee any particular conclusion and we make no such prediction or guarantee . 2 . Contact Person, Staffing and Communication . You have designated Allen Polackwich as the primary contact from whom we will take direction and to whom we will report in connection with this engagement . I will be the Partner generally responsible for Bush Ross ' representation of the Client, including matters relating to billing and staffmg . I will have primary day- to- day responsibility and will be assisted by such other attorneys and personnel as I deem appropriate from time to time in order to provide the highest quality service in a cost- effective manner. The legal privilege for attorney-client communications exists to encourage candid and complete communication between attorneys and their clients . We can truly perform 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 representation of you . In that regard, for as long as we represent you, we agree to inform you of the status of any matters in which we represent you, to respond to your inquiries , and to include you in any important strategies or decisions relating to such representation . Likewise, you agree to keep Bush Ross informed about any events that might affect our ability to perform the services required of us by this agreement and to cooperate with us and comply with all reasonable requests related to our provision of services . 3 . Fees and Expenses . Our fees for this matter will be $ 200 . 00 per hours for attorneys and $ 65 . 00 per hour for paralegals . These rates may be adjusted if both parties agree , and shall be documented in writing by an amendment to this legal services agreement . It is understood , that without further approval of the Client, the total fees and costs will not exceed $ 3500 . 00 . The Client understands and acknowledges that a $ 3500 . 00 amount may not conclude any matter we are handling at the time . In addition to our fees , we expect our clients to defray certain costs incurred during our representation of them . These costs generally are advanced or incurred as a result of long distance telephone calls, postage, photocopying, travel , computer research services , messenger services, and fees charged by governmental entities for filing, recording, certification and registration . We may request an advance cost deposit if we anticipate that we will be required to incur substantial costs on your behalf. We also may forward to you , for direct payment by you , certain expenses or charges such as fees of experts , court reporters , corporate filing fees , etc . , 845450. 2 B U S H I Ai \ OO E S SYS AT L A W Indian River County Board of County Commissioners September 28 , 2010 Page 3 received by us from third party vendors of services or goods for the benefit of the Client . The Client will be responsible for making such direct payments in a timely fashion. We bill monthly throughout an engagement for a particular matter and our monthly statements are due when rendered. If our monthly statements are not paid when due, we reserve the right to discontinue services until the account is brought current . We are entitled to attorneys ' fees and costs if collection activities are necessary . We may require a retainer at any time, which we will apply to any unpaid fees or costs or as we may otherwise agree with the Client . Any unused portion of a retainer is fully refundable when our representation is completed or terminated. 4 . Advance Waiver of Potential Conflicts of Interest . Bush Ross represents and in the future will represent many other clients . Some may be direct competitors of the Client or otherwise may have business interests that are contrary to the Client ' s interests . It is also possible that, during the time we are representing you, an existing or future client may seek to engage us in connection with an actual or potential transaction or pending or potential litigation or other dispute resolution proceeding in which such client ' s interests are or potentially may become adverse to the Client ' s interests . Bush Ross cannot enter into this engagement if it could interfere with our ability to represent existing or future clients that have interests adverse to the Client . We therefore ask you to confirm that Bush Ross may continue to represent or may undertake in the future to represent any existing or future client in any matter (including transactions , litigation or other dispute resolutions) , even if the interests of that client in that other matter are directly adverse to Bush Ross ' representation of the Client, as long as that other matter is not substantially related to this or our other engagements on behalf of the Client . Specifically, we request that the Client agree that (a) no engagement that we have undertaken or may undertake on behalf of the Client will be asserted by the Client either as a conflict of interest with respect to , or as a basis to preclude, challenge or otherwise disqualify Bush Ross from , any current or future representation of any client in any matter, including without limitation any representations in negotiations , transactions , counseling or litigation adverse to the Client, as long as that other matter is not substantially related to any of our engagements on behalf of the Client, (b) the Client has been advised by Bush Ross , and has had the opportunity to consult with other counsel, with respect to the terms and conditions of these provisions and the Client ' s prospective waiver, (c) the Client ' s consent to these provisions is both voluntary and fully informed , and (d ) the Client intends for its consent to be effective and fully enforceable, and to be relied upon by Bush Ross . "b 845450 .2 BUSHIARoOESSYS AT LAW Indian River County Board of County Commissioners September 28 , 2010 Page 4 5 . Termination and Retention of Documents . Our engagement is terminable at will by either Bush Ross or the Client, subject to payment of all fees for services performed and costs advanced or incurred through the date of termination . Unless previously terminated, our representation of the Client will terminate upon our sending you our final statement for services rendered . Upon termination, our files pertaining to the engagement will be retained by Bush Ross in accordance with our document retention policy. Subject to our obligations under applicable law, we reserve the right to destroy or otherwise dispose of any documents or other materials retained by us after the termination of the engagement. If this agreement accurately reflects the scope, terms and conditions of Bush Ross ' engagement, please countersign the agreement as well as the enclosed copy and return the original countersigned agreement to me. Thank you for providing us the opportunity to work with you and please do not hesitate to call me if you have any questions concerning any aspect of this agreement. Very truly yours , BUSH ROSS , P . A . By: A • OPHE KASTEN II On behalf of the Client, the undersigned accepts and agrees to the terms of this Legal Services Agreement and represents that the undersigned ' s execution and delivery of this agreement on behalf of the Client has been duly authorized by the Client. INDIAN RIVER COUNTY BOARD OF COUNT•Y•IWISSIONERS 4�4 °°• • • 1 • • • • • Y • �/0 • A By. Name : Peter D . 0 ' Bryan Title : Chairman ° � •• : •• 000 ✓16�✓� • � �� i�� • CSO •'' ' APPROVED AS To FORM 9 ! � AND LEGAL SUFFICI � &� ® VE va '-- `�___ c � d� str�xn � COUNTY ATTORNEY