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HomeMy WebLinkAbout2006-101Lawrence A Shulman Worthington H. Taken, Jr.+ Michael J. Froehlich Eric J. von Vorys Meredith S. Abrams SHULMAN Donald R. Rogers Fred S. Sommer William C. Davis, III Gary I. Humana John D. Adams Karl L. Eckert Morton A. Faller Patrick M. Marryn Heather L. Howard Of Counsel David A+ Baron Stephen A. ROGERS David D. Fre shoat Alan S Telles SandyDa Sorge Hong Suit"Paul" Chung Leonard Rz Larry N. andA Goldstein ,///```T��(James l Holtman VIC Y \L� Martin P. Schaffer Michael W. RubiKahn Patrick J. Howley Lucy P. Meyer, Christopher C. Roberts Michael V Nakamura p Jemmy W. Rubin Carmen E. Morgan* Larry EGordon• Jeffrey Edward A. Shane lay gl s K. H eg+ Simon D. Nadler Kristin E.. Spown David c Weisman Douglas K. Hirsch ^� Edward M. Hanson, Jr. Karl D. Muscles Heather L. Spumcr• Lawrence Eisenberg 11Yy�V,,11K)� I,LJ`■ /VyY�—• David M. Kochanski Ross D. Cooper Karl el Means Andrt L. Brady Deborah L. Moran ��/`�Kj7H1 AA James M. KeficurvCancer Karl Glenn C.Emison Mimi L. RCams• Melissa G.Te Bernstein Scott Jeanie Field Ff K L L L Robert B. Ca loo Karl J. Proud, Jri Mimi L. Magyar RubPatricia + Bi Jeannie Eur Cho David P. en eddy Timothy Dugan+ Michael W.D. Golding+ Robert L. Bitter- Sp 'al Covwc! Kevin P. Kennedy Kim Yti Fiorcnnno Michael J. Lichtenstein Jacob A. Ginsberg Philip R Hochberg, Alan B. Smmnem Sean P. Sherman+ Bmce A. Hermch John D. Sadler Marylondand D.C. Nancy R Regelin Gregory D. Grant+ Jeremy W. Schulman Marc E. Pasckoff except as noted+ Samuel M. Spintos+ Jacob S. Frenkel, Debra S. Friedman• Erin J. Ashbarry + Virginia also - D.C. only Martin Levine Rebecca Gshoway Matthew M. Moore+ Alexis H. Peters* • Maryland only t Retired Writer's Direct Dial Number 301/231-0930 atiI les a srppe.com March 13, 2006 VIA FEDERAL EXPRESS Joseph A. Baird County Administrator Indian River County, Florida 1840 25th Street Vero Beach, FL 32960 Re: Engagement Letter and Attomey/Client Agreement 800 MHz Re -banding Dear Mr. Baird: This letter will confirm that this Firm will represent the County of Indian River, in connection with re -banding negotiations with Nextel Communications in accordance with the Shulman, Rogers, Gandal, Pordy & Ecker, P.A. Attorney -Client Agreement. As discussed, I will be the attorney primarily responsible for the legal work for the County of Indian River although other Firm personnel may assist me, as we deem appropriate. We are looking forward to a long and pleasant relationship with the County of Indian River and sincerely hope that we will be able to render the services which the County requires in a manner which will be of the greatest assistance to you. 11921 Rockville Pike, Rockville, Maryland 20852-2743 • Tel: (301) 230-5200 • Fax: (301) 230-2891 Washingmn, D.C. Office: (202) 872-0400 • Greenbelt, Maryland Office: (301)699-9883 • Tysons Comer, Virginia Office: (703)684-5200 E-mail: lawfirm@srgpe.com 0 Internee wwayshulmanrogers.com If the enclosed executed Attorney -Client Agreement, is acceptable to you as the County Administrator, please indicate that the agreement has your recommendation by signing the enclosed copy of this letter. Should you have any questions regarding our representation, please do not hesitate to communicate with me. Sincerely, SI ULMAN, ROGERS, GANDAL, PORDY & EC R, P.A. By: ' / rVAlan Tilles AST/rmb Enclosure: Attorney/Client Agreement Approved for recommendation: By: 0Q) 51 oseph 4. Baird, County Admin strator SHULMAN, ROGERS, GANDAL, PORDY & ECKER, P.A. ATTORNEY-CLIENT AGREEMENT This Attorney Client Agreement is entered by and between SHULMAN, ROGERS, GANDAL, PORDY & ECKER, P.A, (hereinafter the Firm) and the County of Indian River, a body corporate and politic, a subdivision of Florida (hereinafter the County), for good and valuable consideration and upon the covenants as set forth below: Purpose of Engagement. Commencing upon the signing of this Attorney Client Agreement by the County, the Firm will represent the County in the County's rebanding negotiations and related activities with Nextel Communications, Inc., or its successor in interest. The Firm recognizes that the project which is the subject of this representation, a Re -banding Agreement with Nextel Communications, Inc. ("Nextel") may result in the payment by the 800 MHz Transition Administrator (`TA") of Legal Fees at the conclusion of the project. It is further understood that, notwithstanding TA's (or Nextel's) payment of the Firm's Legal fees, the Firm is acting solely on your behalf and does not represent either the TA and/or Nextel in this matter. The TA is serving purely in a fiduciary capacity, and will release funds to the Firm only with the County's express consent and according to the terms of the Re -banding Agreement. Attorneys, associate attorneys and other legal assistants. The attorney of the Firm who shall be primarily responsible for the County's representation under this agreement is Alan Tilles. The associate attorney of the Firm who will also be working on the County's behalf is Bruce Henoch. The selection of the attorneys and legal assistants who will render services will be made by the attorney having overall supervisory responsibility for County's representation, taking into consideration the nature of the task, the degree of legal experience and knowledge required to achieve the client's objective, the availability of attorneys and legal assistants to work on the task, and their hourly billing rates. Billing Poliev/Procedure. The `Firm' provides clients with timely detailed statements for professional services performed and out-of-pocket expenses incurred. Bills are rendered monthly. Each monthly statement reflects Legal Fees incurred through the end of the billing period. Legal fees are defined as charges for all hours billed by attorneys at the rates specified in this Attorney -Client Agreement, attorney's out -of pocket expenses, attorney travel expenses, professional services, long distance telephone calls, telecopying, document duplication, secretarial services, postage, deliveries, online research, filing, and recording. In the event that an attorney must travel out of the Washington, D.C. metropolitan area, clients are billed for actual time worked subject to a minimum of seven hours per day for each full day away from the office, including actual travel time. However, travel time within the Washington, D.C. metropolitan area is billed on the basis of the actual travel time involved. Legal Fees will be based upon hourly rates of members of the Firm currently ranging from $180.00 to $415.00 per hour for attorneys and $125.00 - $160.00 per hour for legal assistants and law clerks. Hourly rates are subject to review and change periodically. At the present time, work performed by Alan Tilles, the attorney primarily responsible for your matter, is billed at $400 per hour. Work performed by Bruce Henoch, an attorney who will also be working on your matter, is currently billed at $300 per hour. The aggregate amount of Legal Fees in this matter will be determined by the County's final Re -banding agreement negotiated with Nextel according to reimbursement guidelines established by the TA. The Firm understands that the Firm's Legal Fees will ultimately be paid by the 800 N1HZ Transition Administrator (the "TA") on the County's behalf, or directly from Nextel Communications via a draft order from the TA. The Firm will assume the risk of payment or reimbursement of Legal Fees and costs through Nextel and/or the TA. However, if, as part of the engagement the County asks the Firm to perform work on the County's behalf which the Firm reasonably believes will be outside the scope of Legal Fees and costs reimbursable by the TA, the Firm will promptly inform the County in writing. The County may then either (1) ask the Firm not to perform the requested work, or (2) ask the Firm to proceed with the requested work, in which case the County should be aware that the County will continue to be responsible for any Legal Fees and costs for such services the County requested but which are disallowed by the TA as being outside the scope of work on the project. All monthly statements will be sent to the County Attorney and John King, Director of Emergency Services, for review and approval, and it will be the County's responsibility to submit such statements to the TA for payment according to procedures set out by the TA. The County will make its best efforts to submit bills from the Firm to the TA in a timely manner. The TA will then pay the Firm directly on the County's account and behalf. If the TA or Nextel pays the County and does not pay the Firm, the Firm will expect to be paid within fifteen days of County's receipt of compensation from the TA, or directly from Nextel for any Legal Fees submitted to the TA for payment to the extent the TA or Nextel has paid the County directly. Failure to receive payment for any bill by the sixtieth day after the TA issues a charge order for payment or payment is received directly by the County from TA or Nextel will ordinarily result in a discontinuance of legal services. Allowance will be made for administrative delays within the TA. If the TA fails to notify Nextel that a payment is due the Firm within sixty days, the Firm will not hold the County responsible for the administrative delay. if payment is due directly from Nextel, the Firm will not hold the County of Indian River responsible for Nextel's internal administrative delay. The Firm will not, however, discontinue services without giving the client notice of such intended discontinuance. The Firm will suggest other counsel, allowing reasonable time for the client to employ other counsel; deliver all papers and property to which the client is entitled and which the Firm is obligated to deliver; cooperate with counsel subsequently employed; and otherwise endeavor to assure that the client's case will not be prejudiced by the discontinuance. Should the TA refuse to reimburse the Firm for Legal Fees as defined herein, the Firm reserves the right to protest such refusal through the FCC's processes, at no additional cost to the County. In the event that neither the TA nor Nextel pay for Legal Fees as defined herein, the Firm and the County agree that, other than Legal Fees for services which the client requests which are disallowed by the TA as being outside the scope of work on the project, all such Legal Fees shall be evenly split between the Firm and the client. However, in no event will the County be obligated to the Firm for Legal Fees in excess of Ten Thousand ($10,000.00) Dollars without the prior express written consent of the County. Representation in Other Matters. The Firm is not presently aware of any potential conflicts of interest that would or may interfere with the Firm's full representation of the County's interests. Shulman Rogers is a relatively large firm, and represents many other concerns and individuals. Consequently, it is possible that during the time that the Firm is representing the County, some of the Firm's present or future clients will have disputes or transactions with the County. The County, by signing this agreement, agrees that the Firm may continue to represent existing clients, or may undertake in the future to represent new clients, in any matter that is not substantially related to the Firm's work for the County, even if the interests of such clients in those other matters are or may be adverse to the County's interests. The Firm agrees, however, that the County's consent shall not apply in any instance where, as the result of the Firm's representation of the County, the Firm has obtained information that could be used by the Firm in representing other clients to the County's detriment or, if known to any other client of the Firm, could be used by that client to the County's substantial disadvantage. The County acknowledges and accepts by signing this agreement that the Firm represents several communications and/or public safety trade associations and individual FCC licensees whose regulatory and policy interests may now or in the future be adverse to the County's general interests as an FCC licensee. In the event that a direct, specific conflict should arise, the Firm reserves the right, in the course of the Firm's representation of the County, to limit the scope of legal services in order to avoid such conflict, or, if necessary, to withdraw from the representation of the County or take other appropriate measures, after having made sufficient efforts to assure that the County will continue to be fully represented. Termination of Engagement Under this Agreement. The County may terminate this agreement with or without cause at any time on written notice to the Firm. Termination of the Firm's services will not affect the County's responsibility to pay Legal Fees for acceptable services rendered through the date the Firm receives notice of termination under the same terms and conditions as set forth in Billing Policy/Procedure. The County will be required to pay for any further work of the Firm necessary to carry out an orderly turnover of matters in process at the time of termination. The Firm may terminate this agreement for any of the reasons permitted under the applicable rules of professional conduct. These include misrepresentation of (or failure to disclose) material facts, action taken contrary to the Firm's advice, and failure to pay the Firm's bills in the manner described in Billing Policy/Procedures. The Firm may also terminate this agreement for any other conduct or situation that, in the Firm's judgment, impairs maintaining an effective attorney-client relationship between the County and the Firm, or that presents conflicts with the Firm's professional responsibilities. The Firm may request the County to sign a stipulation or authorization allowing the Firm to withdraw as the County's attorney in any judicial, arbitration or similar proceeding, and the County hereby agrees in advance to the Firm's withdrawal. Governing Law And Venue. Any legal proceedings brought in connection with this attorney- client agreement shall only be brought in a state or federal court located in the State of Florida and described herein. Venue in state court shall be exclusively in Indian River County, Florida. Venue in federal court shall be exclusively in the United States District Court, Middle District of Florida, Orlando division, or its successor. Each party hereby agrees to submit to the personal jurisdiction of these courts for any lawsuits filed in these venues which arise under or in connection with this attorney-client agreement. In the event that a legal proceeding is brought for the enforcement of any term of this attorney-client agreement, or any right arising there from, the parties expressly waive their respective rights to have such action tried by jury trial and hereby consent to the use of non -jury trial for the adjudication of such suit. All questions concerning the validity, operation, interpretation, construction and enforcement of any terms, covenants or conditions of this attomey-client agreement shall in all respects be governed by and determined in accordance with the laws of the State of Florida without giving effect to the choice of law principles thereof and unless otherwise preempted by federal law. Special Attorneys and Primary Contact. Shulman, Rogers, Gandal, Pordy & Ecker, P.A. acknowledges that the County Attorney has the authority to advise the County Council regarding the need for the selection of special attorneys and experts in specific matters to make recommendation for retaining such attorneys, and to monitor, review, and approve the legal work of the same; and that the primary monitoring, reviewing, and approval of legal work including billing statements under this attorney-client agreement, shall be by the County Attorney, or designee of the County Attorney. The Firm also acknowledges that primary contact for administrative/non-legal matters, including the provision of factual information concerning the County's current radio operations, shall be John King, Director of Emergency Services, who may be reached at 772-226- 1225, or such other designee of the County Manager. ATTEST: COUNTY: J.K. Barton, Clerk County of Indian River, FL By: /�(l+tiu/ W J7S By: F1J� Q.C'�u J� d Deputy Clerk Jo keph A. Baird (ame: tle: County Administrator Dated: /a -a? 00.0a Dated: ��v a9 a -0a 6 SHULMAN, ROGERS, GANDAL, PORDY, & ECKER, P.A. By: Name: Alan Tilles Title: Partner Dated: '31 f ) 10 6