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08-17-1994 DEAN, MEAD MINTON ATTORNEYS AND COUNSELORS AT LAW 1903 SOUTH 25TH STREET (407) 464-7700 P. 0. 905 2757 SUITE 200 (407) 562 7700 FORT PIERCE, FLORIDA 34954 -2757 FORT PIERCE, FLORIDA 34947 FAX (407) 464 -7677 August 17, 1994 John Abney, Chairman Okeechobee Utility Authority Working Group c/o Economic Council of Okeechobee 318 NW 5th Street Okeechobee, FL 34789 Re: Formation of Okeechobee Utility Authority Dear Mr. Abney: The law firm of Dean, Mead, Egerton, Bloodworth, Capouano Bozarth, P.A., doing business locally as Dean, Mead Minton "Dean Mead appreciates the opportunity to represent the Okeechobee Utility Authority "OUA and the parties involved in its formation which shall include, but may not be limited to the City of Okeechobee "City Okeechobee County "County and Okeechobee Beach Water Association "OBWA in connection with the above captioned matter. The City, County, OBWA and OUA agree to provide Dean Mead with the information and cooperation necessary to provide you with competent legal representation. We will keep you apprised of developments as they occur. Specifically, we have been asked to provide legal counsel to the City, County, OBWA and OUA with regard to the initial establishment of the OUA as a temporary utility authority. This legal counsel will involve preparation, review and negotiation of the initial agreement for the establishment of OUA and appearing at public hearings related thereto. This initial agreement will identify the parties and establish the structure and representation upon the OUA, but is not intended to definitively resolve the financing or contribution issues that will require further negotiation. Dean Mead agrees to perform the foregoing services at the blended hourly rates described hereinbelow; provided,. however, the amount of the fees paid for these services will not exceed $40,000.00, plus out -of- pocket costs. This letter, together with the Professional Service Provisions attached hereto and made a part hereof (collectively, "Agreement sets forth the basic terms of our engagement as your lawyers. Unless modified in writing by mutual consent, the terms contained in this Agreement set forth our relationship with you. Therefore, you should read this letter carefully and contact me promptly if you have any questions or concerns. While Dean Mead cannot guarantee the success of any given venture, lawsuit or transaction, we will strive to represent you vigorously and professionally. I will have primary responsibility for .GOR D E A N DEAN, MEAD, EGERTON, TON, BLOOOWORTH, IR BRfvA RO COUNTY DEAN, MEAD, SPIELVOGEL, GOLDMAN 6 BOVD CAPOUANO b BOZAR714, P. A MEAD (.o 541 -1200 (.07) 453 E333 (407) 259 8900 (407) 725 9373 John Abney, Chairman Okeechobee Utility Authority Working Group August 17, 1994 Page 3 which make up that entity shall likewise be jointly and severally liable for such fees and costs pursuant to the terms of a guaranty agreement if payment is not made by the entity in formation. We are requesting a deposit in this matter in the amount of $5,000.00 in order to expedite out -of- pocket expenditures, as necessary and approved. Billings will account for any payments made out of these funds so that reimbursement will not be requested. Please send us a check in this amount made payable to our firm for deposit into our Trust Account. Should the deposit become depleted or be determined to be less than is necessary to adequately represent you, we will discuss with you the need to replenish or increase the amount of the deposit. If the terms of Dean Mead's employment as presented in this Agreement are acceptable to you, please sign the enclosed duplicate original of this letter and return it to me in the stamped, self addressed envelope we have enclosed for your convenience. I look forward to this as the beginning of a long and mutually beneficial relationship. If you have any questions, please give me a call. With best regards, I remain, e Michae 1D Minton MDM /dj Enclosure THE FOREGOING TERMS AND CONDITIONS ARE ACKNOWLEDGED, ACCEPTED AND AGREED TO BY THE UNDERSIGNED THIS 6 DAY OF S,EPT /O,Eir 1994. THE UNDERSIGNED HEREBY AGREE TO BE JOINTLY AND SEVERALLY LIABLE FOR THE PAYMENT OF DEAN MEAD'S FEES AND COSTS. OKEECHOBEE UTILITY AUTHORITY COUNTY F OKKEECHOBE E By: By r�i1l/vA 4. ),.I Charles W. Harvey Chairman CITY OF OKEE HOBEE OKEECHOBEE BEACH WATER ASSOCIATION By: BY' ev ewed Far Legal c: \m a a. f e l Sufficiency A1G 2 6 P4 nKrF.CHonEE !`MI Ivry ATTOP, PROFESSIONAL SERVICE PROVISIONS 1. BILLINGS AND RETAINERS. Depending upon the nature of the matter Dean Mead is handling for you, it may be necessary to incur expenses for items such as court fees, service of legal papers, travel, mileage, photocopies, postage, tolls, telephone calls, deposition transcripts and trial expenses. The retainer requested from you (if any) will be used to pay those costs and will not be applied to legal fees until the conclusion of the work Dean Mead is handling for you. Expenditures will be itemized for you in our statements. You will be billed, as part of your statement, for our fees. Dean Mead reserves the right to ask for additional retainers if the complexity or expenses of the matter require it. Statements will be rendered for accrued fees, expenses and costs. As a client of Dean Mead, you agree to pay these statements upon receipt. Dean Mead shall have a lien upon any and all property, including proceeds from judgments, monies or assets held in trust, personal papers and legal documents which are in possession of Dean Mead, until such time as all fees, expenses and costs due and owing to Dean Mead are paid. When Dean Mead's representation is concluded, the amount of retainer remaining on deposit will be credited against any sums owed to Dean Mead, and any unused portion will be refunded to you. 2. LATE PAYMENTS. Occasionally, a client may have difficulty in making timely payments. To avoid burdening those clients who pay their statements promptly with higher fees, reflecting the added costs Dean Mead would incur as a result of clients who are delinquent, a monthly service charge is added for late payments. This charge is assessed on the fifteenth day of each month against all fees, expenses and costs which were billed to you previously and remain unpaid. The monthly service charge is computed by applying the highest legal rate of interest permitted by Florida law. This interest rate is presently 18 You agree to pay any costs, expenses and attorneys' fees, to the extent such fees, expenses and costs are incurred in the collection by Dean Mead, of unpaid fees and costs. 3. TERMINATION. Dean Mead will be released from this agreement to work on your behalf if you do not timely make the payments required by the attached letter and this document, if you have misrepresented or failed to disclose material facts to us, or if you refuse to follow our advice. In any of these situations, you agree to our request to permit Dean Mead to withdraw from further representation and to pay promptly all sums owed Dean Mead. 4. FUTURE REPRESENTATION. If you request Dean Mead's representation in any future matter, the same policies and practices contained in the attached letter and this document will apply unless other written arrangements with Dean Mead are made. However, the legal fees will be those in effect at that time. 5. COURT AWARDED FEES. In certain litigation matters, the prevailing party may be awarded attorneys' fees. If attorneys' fees are awarded to you, those fees (to the extent collected) will be applied to reduce the fees owed by you to Dean Mead. If the court awards attorneys' fees in excess of the amount charged by Dean Mead, then such excess shall be deemed earned by and paid to Dean Mead. 6. CONTINUED REPRESENTATION. Notwithstanding the representation of the OUA, City, County or OBWA, pursuant to this Agreement, Dean Mead shall not be precluded from representing clients having business in or with any of the foregoing, including but not limited to obtaining permits, requesting land use or zoning changes or resolving disputes and such representation shall not be a conflict of interest; provided such representation does not conflict, directly or indirectly, with Dean Mead's representation of any of the foregoing as set forth in the Agreement. In the event of a conflict of interest, the parties and Dean Mead agree to address and discuss such conflict of interest and if such conflict is waivable, the OUA, City, County or OBWA, as the case may be, agrees to execute a waiver of conflict of interest letter.