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HomeMy WebLinkAboutDinsmore & Shohl, LLP Engagement Agreement; East Water Treatment Facility - 2026 05 28Dinsmore May 26, 2026 Sent via email: ksweet@winterspringsfl.org Kevin Sweet, City Manager City of Winter Springs 1126 East SR 434 Winter Springs, FL 32708 DINSMORE & SHOHL LLP Two Landmark Center, Suite 600, 225 East Robinson Street Orlando, FL 32801 www.dinsmore.com • Legal Counsel Jay W. Small (407) 377-6174 (direct) • 407-423-2016 (fax) Jay.Small@dinsmore.com Re.: Engagement as eminent domain counsel; East Water Treatment Facility Mr.' Sweet: This letter sets forth the terms of the engagement of Dinsmore & Shohl LLP (the "Firm") as special counsel to the City of Winter Springs ("City") for condemnation litigation services. The letter established the scope of services which the Firm will provide, the basis upon which the Firm will charge fees, and other terms of this engagement are as follows: I. SCOPE OF SERVICES. A. The Firm will serve as special counsel to the City to render negotiation and condemnation litigation services pertaining to real property acquisitions required for certain the City's public works project(s), including, but not limited to, the West Wastewater Treatment Facility as delegated by the City Manager and City Attorney. I will be the lead attorney representing the City on behalf of the Firm and will work directly with and report to the City Attorney and his designees on all matters during the Firm's representation and report to the City Manager as deemed necessary by the City Attorney and City Manager. B. This engagement does not guarantee or entitle the Firm to any minimum amount of work or compensation. Assignment of cases or legal work will be made at the sole discretion of the City. II. TERM OF ENGAGEMENT. Upon execution of this engagement letter by both parties, the engagement and shall continue at the pleasure of the City. This engagement may be terminated by either Party at any time and without any liability to either Party, except that the Firm will be compensated for services rendered and expenses incurred through the date of termination as set forth below. Kevin Sweet, City Manager City of Winter Springs May 26, 2026 Page 2 III. COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT FOR COSTS. A. The Firm shall be compensated at the following hourly rates for actual reasonable time spent by either an attorney fully licensed by the State of Florida or a practicing paralegal: Attorney Hourly Rate Partner $450.00 Associate $385.00 Paralegal $200.00 The stated hourly rates may be subject to an increase of no more than 5% per year on the anniversary date of the effective date of this engagement letter. The Firm shall provide the City with notice of any such increase at least 30 days prior to the anniversary date of the effective date of this engagement letter. The initial phase of this representation shall be limited to evaluating the potential condemnation matter related to the potential expansion of the West Wastewater Treatment Facility, advising the City regarding available legal options, and preparing the matter for possible litigation including attending meetings and preparing legal instruments which are required to pursue condemnation. The Firm is authorized to perform services during this initial phase in an amount not to exceed $50,000.00, which is within the City Manager's spending authority. The filing of any condemnation lawsuit, or the authorization of legal fees, costs, or expenditures exceeding $50,000.00, shall require prior approval of the City Commission. Any type of billing or timekeeping which allows compensation for time not actually spent by the Finn will not be submitted under this engagement letter. Therefore, it shall be a material breach of these terms of engagement for the Firm to submit for payment any invoice for services rendered which either: (i) overstates the amount of time spent by a member or employee of the Firm pursuant to this engagement letter, or (ii) includes time spent by any person not affiliated with the Firm, unless approved in advance by the City. The rates agreed upon herein are based upon the provision of services to the City by an attorney or paralegal who is experienced in the areas of law assigned by the City. Should the City assign to the Firm a matter involving areas of law with which the Firm is inexperienced, then the Firm shall either decline the assignment within five working days or accept the assignment but, pursuant to Rule 4-1.5, Florida Bar Rules of Professional Conduct, the Firm shall not bill the City for time expended to gain expertise in such areas of law or practice. Kevin Sweet, City Manager City of Winter Springs May 26, 2026 Page 3 B. Unless the City and the Finn agree otherwise, the City will reimburse the Firm for direct expenses (if any) actually incurred by the Firm for or on behalf of the City for the following: • Postage; • Overnight courier delivery to out-of-town locations; • Transportation, lodging, meals when traveling out of the metropolitan- Orlando area while providing services to the City (all reimbursement for travel, lodging and meals shall comply with the restrictions under Section 112.061, Florida Statutes, as if the Firm was legally subject to them); • Court reporter fees and transcript expenses; and • Court-filing fees and process server charges. Reimbursement for the above-referenced expenses will be made only in the exact amounts incurred by the Firm, without any mark-up or multiplier. There will be no reimbursement for any types of expenses not identified above without the written authorization of the City or its designee. C. The extent of legal services rendered and costs incurred shall be subject to the approval of the City Manager. Approval by the City Manager is required before incurring extraordinary expenses such as the retention of experts or travel out of state. D. The Firm will submit by email, each month, an invoice of its fees for services rendered and costs incurred to the City Attorney or his designee with a copy emailed to the City's accounts payable email address at accountspayable@winterspringsfl.org. The portion of the invoice setting forth the fees for services rendered shall specify for each entry a description of the service performed, the date such service was performed, the person performing the service, the amount of time expended therefore billed in increments of tenths of an hour, the rate charged per hour, and the total fee. The section of the invoice setting forth the costs to be reimbursed shall contain an itemization of all such costs, the date each cost was incurred, and the amount of such costs. Upon request, the Firm shall submit copies of appropriate receipts and other evidence of the incurring the expense. Each invoice shall be deemed to warrant that the invoice sets forth only the actual time spent and only the actual costs incurred. The City shall be entitled to rely on this warranty. City shall remit payment to firm within 45 days of its receipt of Firm's invoice. IV. PUBLIC RECORDS. A. The Firm acknowledges the City's obligations under Article 1, Section 24, Florida Constitution, and Chapter 119, Fla. Stat., to release public records to members of the public upon request. The Firm acknowledges that the City is required to comply with Article 1, Section 24, Kevin Sweet, City Manager City of Winter Springs May 26, 2026 Page 4 Florida Constitution and Chapter 119, Fla. Stat., in the handling of the materials created under this Agreement and that said statute controls over the terms of this Agreement. Upon City's request, the Firm shall provide the City with all requested public records in the Firm's possession or shall allow the City to inspect or copy the requested records within a reasonable time and at a cost that does not exceed costs as provided under Chapter 119, Fla. Stat. Consistent with Florida law, including but not limited to Chapter 119, Fla. Stat., the Firm shall be entitled to redact certain confidential information (such as billing rate and fees) and other information and documents protected by the attorney client and work product privileges B. The Firm specifically acknowledges its obligations to comply with Section 119.071, Fla. Stat., regarding public records and shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by the City to perform the services required under this Agreement; 2. Provide the public with access to public records on the same terms and conditions that the City would provide the records at a cost that does not exceed the cost provided in Chapter 119, Fla. Stat., or as otherwise provided by law; 3. Ensure public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law; and 4. Upon termination of this Agreement, the Firm shall transfer, at no cost to the City, all public records in possession of the Firm, or keep and maintain public records required by the City under this Agreement. If the Firm transfers all public records to the City upon completion of this Agreement, the Firm shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Firm keeps and maintains the public records upon completion of this Agreement, the Firm shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to City, upon request of the City, in a format that is compatible with the information technology systems of the City. C. Failure to comply with this section shall be deemed a material breach of this engagement letter for which the City may terminate the representation immediately upon written notice to the Fifin. The Firm may also be subject to statutory penalties as set forth in Section 119.10, Fla. Stat. D. IF THE FIRM HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE FIRM'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS ENGAGEMENT, THE FIRM MAY CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE CITY CLERK, OR HIS OR HER DESIGNEE AT city-clerk-department@winterspringsfl.org; (407)-327-4753; 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708. Kevin Sweet, City Manager City of Winter Springs May 26, 2026 Page 5 V. TERM; TERMINATION. This engagement letter shall become effective upon execution by both parties hereto and shall remain in effect until terminated by either party in accordance with its terms. In the event of termination of our engagement, we will, at your request, return whatever papers and property you have provided to us. Additionally, we will deliver to you all of the other material in our files relating to our representation of you, to which you are entitled under the applicable rules of professional conduct, provided that we reserve the right to make and retain a copy, at your expense, of all material delivered to you. Circumstances and types of conduct which may require us to withdraw from representing a client or which will clearly be a basis for our withdrawal include, for example, breach of these terms, client's refusal to cooperate with or follow the Dinsmore & Shohl LLP's advice on a material matter, or any other fact or circumstance that would render Dinsmore & Shohl LLPs continuing representation unlawful or unethical. If permission for withdrawal is required by a court, we will promptly apply for such permission and you agree to engage a successor counsel to represent you. In the event of termination of our representation under this section of the agreement, you agree that Dinsmore & Shohl LLP shall be entitled to payment of reasonable attorney's fees (which shall be based on the reasonable number of hours worked on behalf of the client multiplied by the hourly rates of Dinsmore & Shohl LLP) and costs. Unless previously terminated, our representation of you will terminate upon our completion of any services that you have retained us to perform. Following such termination, any otherwise non-public information you have supplied to us which is retained by us will be kept confidential in accordance with applicable rules of professional conduct. If you later retain us to perform further or additional services, our attorney-client relationship will be revived subject to these terms of engagement, as they may be supplemented at that time. You agree that unless you engage us after completion of a matter to provide additional advice on issues arising with respect to that matter, the Firm has no continuing obligation to advise you in connection with future legal developments pertaining to the matter. Notwithstanding Dinsmore & Shohl LLP's withdraw or the client's notice of discharge, and without regard to the reasons for the withdrawal or discharge, the City will remain obligated to pay Dinsmore & Shohl LLP for all costs incurred prior to the termination and, in the event that there is any net recovery obtained by clients after conclusion of Dinsmore & Shohl LLP's services, clients remain obligated to pay Dinsmore & Shohl LLP for all services rendered prior to the date of withdrawal or discharge. If Dinsmore & Shohl LLP determines that it is necessary to take any action to enforce this agreement or collect any delinquent fees and expenses, you agree to pay the reasonable costs and attorneys' fees incurred by the firm in enforcing this agreement or collecting any amounts due, including attorneys' fees incurred in any bankruptcy proceeding or on appeal. Exclusive venue for any action between you and the firm will be in Seminole County, Florida, and you hereby waive the right to a jury trial in any such action. Kevin Sweet, City Manager City of Winter Springs May 26, 2026 Page 6 Service under this engagement letter is at the pleasure of the City. If the Firm's services are terminated, the Firm will be paid for all services rendered and costs incurred to the date of notice of termination, unless the notice of termination specifies a later termination date or requires the completion of work in progress, in which case the Firm will be compensated and reimbursed for such services and costs incurred as are stated in such notice of termination. VI. REPRESENTATIONS AND WARRANTIES. The Firm represents, covenants, and warrants the following by execution of this engagement letter: A. The Finn has substantial experience in those areas of law set forth under the Scope of Services. B. The Firm shall carry professional-liability insurance with a minimum policy limit of $500,000 per claim and such insurance shall be maintained during the Firm's service under this engagement letter. C. The partners and employees of the Finn have sufficient time to fulfill their duties as special counsel to the City and are not burdened by professional responsibilities or workload or by personal or other constraints that would interfere in any material respect with the Firm's obligations under this engagement letter. D. The Finn will not represent any client if such representation violates or will violate traditional ethical standards imposed by the rules governing conflicts of interest, as such are embodied in the Rules Regulating the Florida Bar, especially Rule 4-1.7, unless the conflict is waived by the City. E. For clients represented by the Firm in judicial, administrative, or local government proceedings in which the City is an adverse party, the Firm has disclosed the clients to the City Attorney. VII. ARTIFICIAL INTELLIGENCE. In our ongoing effort to serve our clients with world-class quality and efficiency, the Firm may utilize certain Generative Artificial Intelligence tools or technologies, which are defined generally as artificial intelligence models that emulate the structure and characteristics of input data in order to generate derived synthetic content, including images, videos, audio, text, and other digital content ("Generative AI"). The City authorizes the Firm to utilize Generative AI tools or technologies on client work. Kevin Sweet, City Manager City of Winter Springs May 26, 2026 Page 7 The Firm takes great care to ensure our use of Generative AI is aligned with industry standards for security and privacy and comports with our professional and ethical obligations as legal counsel. The following are some core principles to which the Firm will adhere in using Generative AI for client work: • Generative AI will never be used to replace a lawyer's professional judgment; • If Generative AI is used to produce output for client work, it will be reviewed by a lawyer with appropriate experience for accuracy, completeness, bias, and overall quality; • Generative AI tools and technologies will be subjected to a rigorous approval process to ensure it meets Dinsmore's standards for security, privacy, accuracy, absence of bias, and overall quality; • Written approval must be obtained before using Generative AI on client work; and • Generative AI tools and technologies that may be used for client work can be disclosed to the client upon request or as required in Outside Counsel Guidelines. The Firm may use these Generative AI products for all purposes not prohibited by applicable laws or rules of professional responsibility, which may include (without limitation) contract review, document drafting, research, and data mining. VIII. PRESERVATION OF DOCUMENTS AND DATA. In the case of litigation or the possibility of litigation, the City must preserve all documents that may be relevant to the Matter. The City is legally obligated to ensure the preservation of these documents and could be subject to severe penalties if the City does not comply with these preservation obligations. It is essential that City retains and preserves all documents in its possession that relate in any way to the subject matter of this engagement. "Documents" include more than just paper. The term covers all computer files and written, recorded, or graphic materials of every kind including, but not limited to, drafts, handwritten notes, calendar entries, electronic data on laptops, iPhones, and removable drives including, but not limited to, emails, presentations, spreadsheets, databases, voicemails, and instant messages. All documents in the City's possession or under the City's control concerning the dispute or otherwise relating to this Matter must be retained and preserved and must not be destroyed or discarded. This obligation is ongoing—the City should continue to preserve all documents that you create or receive in the future. If a document is eligible for destruction according to those policies but relates to this dispute, it must be retained. Kevin Sweet, City Manager City of Winter Springs May 26, 2026 Page 8 IX. MISCELLANEOUS. A. Assignment. The services to be rendered under this engagement letter are personal to the Firm and may not be assigned, either directly or indirectly, to any person or entity who is not a member or employee of the Firm. B. Amendments. This engagement letter may be amended only by written instrument signed by both the Firm and the City. C. Independent Contractor Status. In the performance of legal services hereunder, the Firm is an independent contractor. The assigned attorneys and paralegals shall not hold themselves out as employees, agents, or servants of the City. The Firm and assigned attorneys and paralegals do not have the power or authority to bind the City in any promise, agreement, or representation other than as specifically provided in this engagement letter. D. Trials. You understand and agree, of course, that, unless otherwise expressly agreed by us in writing, your obligation to pay our professional fees and/or costs and expenses for any trial, arbitration, or mediation is not contingent upon the success or ultimate outcome of such proceedings. You acknowledge that the firm has made no warranties, guarantees, or other commitments with respect to the outcome of any aspect of this representation. All representations contained in this letter are statements of opinion based on our understanding of the facts E. No guarantees. You acknowledge that we have made no guarantees or representations as to the outcome of your matter, or matters, for which we have been retained, as all expressions relative to the outcome are our opinions only. F. Email communication. Throughout this engagement, Dinsmore & Shohl LLP will endeavor to keep you informed about all significant developments and regularly communicate and consult with you about the status and progress of this engagement and the way it is being handled on your behalf. If there are limitations on how you would like us to communicate with you in that regard, please advise us of your preference(s) as to acceptable method(s) of communication. For example, some methods of communication, such as facsimile transmissions or e-mail correspondence may not be convenient for some clients or may be considered to compromise confidentiality or otherwise present greater risk of interception than other methods of communication. We will make every reasonable effort to accommodate your expressed preferences in that regard. G. Cyber security. With respect to e-mail communications to us, you should be aware that, to preclude or reduce "spam" e-mail and prevent "viruses" from entering our computer network, we are currently utilizing computer software and have engaged the services of an independent third- party contractor to filter incoming e-mail correspondence. This filtering process may result in certain incoming e-mail correspondence to us (i.e., that identified as "spam" or suspected of having a "virus") being quarantined (thus, potentially not received at our site at all) and/or delayed in reaching us. For this reason, we cannot be certain that we will receive all e- mail correspondence and/or that we will Kevin Sweet, City Manager City of Winter Springs May 26, 2026 Page 9 receive it in a timely manner. Therefore, you should consider sending communications to us which are particularly important or time-sensitive via means other than e-mail. The terms and conditions hereof are accepted, and the representations, covenants, and warranties herein are confirmed: DINSMORE & SHOHL LLP By: all Date: c-.ea Accepted this day of May 2026. CITY OF WINTER SPRINGS, FLORIDA By: Kevin Sweet, City Manager CC: Clete J. Saunier, P.E., csaunierMwinterspringsfl.oru Brian L. Wagner Esq., Brian.wagner(kdinsmore.com Anthony A. Garganese, Esq., agarganeseaorlandolaw.net 28th