Jed Seco

From: Charles Chapman

Sent: Friday,April 30, 2021 8:18AM
To: GaryYoung;Jed Secory
Cc: NancyStuparich;BeckyVose;VickiSmith;Teresa Heitmann;DanaSouza
Subject: Authorization of Payment - Boatman Ricci Invoices
Attachments: Opinion - Powers of Mayor - Hiring Outside Counsel. pdf; FW: Engagement Agreement
and Invoice.This is confidential information for Mr. Chapman;20210324 11890.pdf;
Boatman Ricci Statement 11760 2-22-21. pdf

Gary and Jed,

Pursuant to the attached legal opinion provided by the Vose Law Firm attached to this email, please
issue a purchase order for the two invoices hereby attached and labeled as 20210324-1 1890 and
Boatman Ricci Statement 11760 2-22-21 .

Both invoices were due to engagement by Mayor Heitmann for legal services. Unless the Mayor
objects to the processing of these payments, please proceed with making payment.

Mayor Heitmann, please provide us with a copy ofthe executed engagement agreement to complete
the record.

Regards,

Charles T. Chapman IV, ICMA-CM

»»". ».
City Manager
City of Naples
f%?i; 735 8th Street South - Naples, FL 34102
ccha man na les ov. com www. na les ov. com
PHONE:239-213-1030 I FAX: 239-213-1033

From: Becky Vose <bvose@voselaw. com>

Sent: Thursday, April 29, 2021 2:14 PM
To: BeckyVose<bvose@voselaw.com>
Cc: Charles Chapman <CChapman@naplesgov. com>
Subject: Powers of the Mayor

CAUTION: This email originated from outside ofthe City of Naples e-mail system. Do not click links or open attachments unless you
recognize the sender and know the content is safe.

All - Please see attached memorandum. Thanks! Becky

Gretchen R. H. ("Becky")Vose, Esq.
Vose Law Firm LLP
324 W. Morse Boulevard
Winter Park, Florida 32789
Phone:407-645-3735ext. 15
Cell: 407-448-0111 - Preferred contact number
Fax:407-628-5670
email: bvose voselaw. com
web: www.voselaw.com
Toll-Free: 866-789-VOSE
London, UK: +44 (0)20 3355 1473
COUNSELTO EXTRAORDINARYGOVERNMENTS& LEADERSSINCE1973; LOCALGOVERNMENTREPRESENTATION
 Boatman Ricci, PA.
3021 Airport-PullingRoadNorth
Suite 202
Naples,FL 34105
PhoneNo.: (239) 330-1494
Statement as of: 02/22/2021
Statement No: 11769

Office of Mayor, City of Naples

Teresa Heitmann
735 8th Street South
Naples,Florida34102

2216-001: General Consultation (FRM-RDH)

OfficeofMayor, City ofNaples

Professional Fees Hours Rate Amount

01/11/2021 RDH Researchedability ofOfficeof 3.00 275.00 825.00

Mayorto retain outsidecounsel;
Counsel's ethical responsibilities
underCity ofNaplesEthic'scode
andFlorida Sunshinelaw; drafted
memo.

01/11/2021 RDH Received and reviewed documents 0.90 275. 00 247. 50

from SS in preparationfor
teleconference; teleconference with
ss;.
01/21/2021 JAB Meeting with the Mayor regarding 1. 50 450. 00 675.00
vanous issues;.

01/26/2021 JAB Teleconferencewith SS;UpdateFile 0. 90 450. 00 405. 00

Information;.
01/27/2021 JAB Receive and review email 0.20 450. 00 90.00
correspondencefrom SSregarding
Contract; Update File Information;.
02/04/2021 JAB Meeting with the Mayor;. 1. 70 450.00 765.00

02/04/2021 RDH Responded to email; 0. 30 275.00 82.50

revised retention contract.
02/18/2021 JAB Meetingwith Mayoron Various 1.00 450. 00 450.00
Issues.
Sub-total Fees: $3, 540. 00

Rate Summary
James A. Boatman, Jr. 5. 30 hours at $450. 00/hr 2, 385. 00
Daniel Hogan 4. 20 hours at $275.00/hr 1, 155. 00
Total hours: 9. 50

Costs Units Price Amount

01/01/2021 Research Service Charge. 1.00 20.00 20.00

Sub-total Costs: $20.00

Disbursements Units Price Amount

Sub-total Disbursements:
Total Current Billing: $3,560.00
Total Payments: $0. 00
Total Now Due: $3,560.00
 Boatman Ricci, P.A.
3021 Airport-PullingRoadNorth
Suite 202
Naples,FL 34105
PhoneNo. : (239) 330-1494

Statement as of: 03/24/2021

Statement No: 11890

Office of Mayor, City of Naples

Teresa Heitmann
735 8th Street South
Naples, Florida 34102

2216-001: General Consultation (FRM-RDH)

OfficeofMayor, City ofNaples

Professional Fees Hours Rate Amount

02/23/2021 JAB Receive andreview list ofCity 0. 10 450.00 45. 00

Attorney Candidates from Mayor;
UpdateFile Information;.
02/23/2021 JAB Teleconference with attorney Hogan 0.20 450.00 90.00
regarding ethics attorney to assist
with research;.
02/25/2021 JAB Review and Analyze file materials; 0.50 450.00 225.00
teleconference with JudgeLewis;
Draftemail correspondenceto Judge
Lewis; Update File Information;.
02/25/2021 JAB Draft email correspondence to Judge 0.40 450.00 180.00
Lewisregardingpotential assistance
with ethics opinion;.
03/01/2021 JAB Draft email correspondence to Judge 0.20 450.00 90. 00
Lewis regarding ethics opinion.
03/01/2021 JAB Teleconference with Mayor;. 0. 20 450.00 90. 00
03/02/2021 JAB Receive and review email 0.20 450.00 90. 00
correspondence from Judge Lewis;
conference with staff regarding
pulling research;.
03/03/2021 FRM Review and analyze Codes and 0.30 185.00 55. 50
Ordinances; email correspondence
with JudgeLewisregardingsame;.
03/03/2021 JAB Receive and review email 0.20 450.00 90.00
correspondence from Judge Lewis
regardingCode sections; Conference
with staff; Draft responsive email
correspondenceregardingsame;
Update File Information;.
03/15/2021 JAB Reviewandanalyzefile materials; 0. 10 450. 00 45. 00
draft email correspondenceto Judge
Lewis regarding status of ethics
opinion.
03/18/2021 FRM Coordinate teleconference with 0.20 0.00 No Charge
client to discuss ethics opinion;.
03/18/2021 JAB Receive andreview Ethics Opinion 0.20 450.00 90.00
from JudgeLewis;Drafltemail
correspondence to Mayor regarding
same;.
03/18/2021 JAB Draft email correspondenceto Judge 0. 10 450.00 45. 00
Lewisregardingopinion letter;.
03/18/2021 JAB Receive and review documents from 0. 50 450.00 225.00
MayorregardingRoetzelbackground
summary;.
03/22/2021 JAB Teleconference with Mayor 0. 80 450. 00 360. 00
regardingEthicsOpinion;upcoming
meetingwith ChiefofPolice; and
potential needfor assistance
regardingNaplesBeachHotel issue.
Sub-total Fees: $1, 720. 50

Rate Summary
James A. Boatman, Jr. 3. 70 hours at $450. 00/hr 1, 665. 00

Falynne R. Miller 0.20 hours at SO.OO/hr 0.00

Falynne R. Miller 0. 30 hours at $185. 00/hr 55.50

Total hours: 4.20

Total Current Billing: $1, 720. 50

Previous Balance Due: $3,560.00
Total Payments: $0. 00
Total NowDue: $5,280.50
 OSE LAW FIRM LLP
ATTORNEYS & COUNSELORS AT LAW

MEMORANDUM

TO: Mayor, Vice-Mayor and City Council Members, City of Naples

FROM: Nancy Stuparich, Esq., City Attorney
Gretchen R. H. ("Becky") Vose, Esq., City Attorney
DATE: April 29, 2021
SUBJECT: Powers of the Ma or and Pa ment for Outside Counsel Hired by the Ma or

Questions have been raised as to certain issues relating to the powers ofthe mayor ofthe City of
Naples, and to Mayor Heitmann's hiring and utilizing the legal services of a law finn that is not
the City Attorney to provide legal advice as to certain matters relating to the City of Naples. A
request for the payment of invoices for legal services totaling under $6, 000. 00 has been
submitted to the city manager for payment, but so far such invoices have not been paid. An
analysis of various documents is necessary to provide the basis for legal opinions as to these
issues.

Issue 1 - Powers of the mayor

The Charterofthe City ofNaplesat Sec. 2.4 provides in part:

Sec. 2. 4. - Presiding officer; mayor; vice-mayor.

The mayor shall preside at the meetings of the council and shall have a voice and
vote in its proceedings. He will be the liaison officer between the cit council and
the cit mana er and cit attome at all times exce t when the council is in
session. His instructions to the cit mana er and ci attome shall have the effect
of a council decision exce t where disa roved b the ci council in re ular or
s ecial session. [Emphasissupplied.]

The underlined sentences in the above quoted charter provision give the mayor ofNaples powers
in excess of those nonnally given mayors in "council/manager" (a/k/a "weak mayoi;') forms of
municipal governments in Florida. In my legal opinion, this provision creates in the City of
Naples a type of "hybrid" form of government, somewhere between a "strong mayor" and a
"weak mayor" form, (but certainly closer to a "weak mayoi^' form, than to a typical "strong
mayor" form). That being said, the mayor ofNaples has powers in excess ofthe typical mayor
in a council/manager municipal government.

The mayor of Naples is able to exercise such additional powers during the periods of time that
the council is not "in session". There has been an assertion that the Naples city council is "in
session" at all times except for during the period of time in the summer when the city council
does not meet for an extended period of time. After researching this subject, it is my legal
opinion that that assertion is not accurate.
Mayor, Vice-Mayor and Commissioners, City ofNaples
Powers ofthe Mayor and Payment for Outside Counsel Hired by the Mayor
April 29, 2021
Page 2 of 4

I have reviewed every instance in the Naples charter and city code where the word "session" is
used, and I have also reviewed Roberts Rules of Order, as well as Florida Statutes and case law,
andit is my legal opinionthatthe term "in session" refers to whenthe city council is actually in a
meeting, workshop, or executive session. It is also my legal opinion that the city council is not
"in session" during the periods of time between meetings when meetings are being held on a
daily, weekly or bi-weekly basis, or during the summer hiatus between regular meetings.

Based on the above analysis, it is my legal opinion that the mayor's power to i) act as the liaison
officer between the city council and the city manager and city attorney at all times except when
the council is in session, and ii) give instructions to the city manager and city attorney which
have the effect of a council decision except where disapproved by the city council in regular or
special session, are in effect at all times except during meetings of the city council, in other
words, from the beginning ofa meeting through adjournment ofthe same meeting.

Issue2 - Hiring oflawfirm by mayor/payment offees

It is axiomatic that a city council has the right to delegate certain of its powers to the mayor or to
another member ofthe city council if it chooses to do so, so long as there is no statutory, case
law, charter, ordinance, or resolution provision prohibiting such delegation. On the subject of
the hiring of legal counsel, except as referenced later in this memo relating to purchasing
ordinances, there is no general restriction on the delegation ofpowers to the mayor.

A review of the "Agreement for Provision of Legal Services" between the City of Naples and
Roetzel & Andress effective January 15, 2019, (hereinafter "Legal Services Agreement") reveals
that the city council through that agreement delegated certain of its powers to the mayor,
particularly with regard to the hiring of attorneys. I prcsiime that the Legal Services Agreement
was written by Jim Fox, former city attorney, so I also presume that he determined that such
delegationwaslegally permissible.

Section 1 (A) ofthe Legal Services Agreement provides:

Assi nment of Matters. Except for cases and other matters assigned to
other attorneys or law firms prior to the date of this Agreement, all legal matters,
including claims againstthe City or by the City, shall be assignedto the Firm and
totheattome sasdesi natedb Fox and the Ma or. . [Emphasis supplied.]

The above sentence from the Legal Services appears to provide for "legal matters" to be assigned
to attorneys designatedby the Mayor.

In addition, later in the Legal Services Agreement at Section 6, there is an even more specific
provisionhavinga similareffect:

"Assignment of Legal Matters. The Cit ma assi n Ie al matters to other attome s

or law firms when the Cit Council or Ma or in accordance with Sec. 2.4 of the
Ci Charter deem it to be in the Ci 's best interest, including matters involving
Mayor, Vice-Mayor and Commissioners, City ofNaples
Powers ofthe Mayor and Payment for Outside Counsel Hired by the Mayor
April 29, 2021
Page 3 of 4

conflicts of interest for the finn or special legal matters requiring a particular legal
specialty. All other matters shall be assigned to the Finn and to the attorneys within the
Firm asdesignated by Fox. [Emphasis supplied.]

Based on the above analysis, it appears that through the Legal Services Agreement with the
Roetzel & Andress firm, the city council delegated to the mayor the right to assign legal matters
to counsel ofthe mayor's choosing if the mayor deems it in the city's best interest. [It should be
noted that under the current legal services agreement with the Vose Law Firm, LLP there is no
assignment ofrights to the mayor as is present in the Roetzel & Andress agreement. There also
is no requirement in the Vose agreement for all legal services to be directed to the Vose Law
Finn.]

To fully address the question ofthe propriety ofthe hiring by the mayor ofan outside legal firm
to provide legal advice to the city, it is also necessary to analyze portions of the city's
procurement ordinances.

Sec. 2-667, "Award of contract and change orders", a portion of the city's procurement
ordinances, provides in pertinent part:

(1) Except as otherwise provided in this division, contracts for the

procurement ofgoods or services in excess of $50, 000. 00 on a single purchase or
a per annum basis shall be awarded by the city council.
* * *

(6) The city council shall approve all professional legal services exceeding
$35,000.00.

Therefore, so long asthe legal services arc not for over $35,000.00,the restrictions in this section
requiring approval ofthe city council would not be applicable.

In addition. Sec. 2-662, "Competitive bidding required for certain procurements; establishment
ofbidding procedures" provides in pertinent part:

(3) Competitive bids or proposals shall be required for each procurement of$35, 000. 00
or more.

Due to the amount of the legal services procured by Mayor Heitmann, competitive bidding
would not be required.

Based on the above quoted provisions of the procurement ordinances of the city, the invoices
totaling under $6, 000. 00 would not fall under either a requirement for competitive bidding, or a
requirement to be approvedby the city council.
Mayor, Vice-Mayor and Commissioners, City ofNaples
Powers ofthe Mayor and Payment for Outside Counsel Hired by the Mayor
April 29, 2021
Page 4 of 4

Based on the above analysis, it is my legal opinion that Mayor Heitmann was legally peimitted
to hire the outside legal counsel upon her determination that such hiring was "in the city's best
interest".

Because the mayor is granted the power under Sec. 2. 4 ofthe Charter to instruct the city manager
when the city council is not in session, and because such instmctions "have the effect of a
council decision except where disapproved by the city council in regular or special session, " it is
my legal opinion that if Mayor Heitmann instmcts the city manager to pay the subject invoices
for legal services, the city manager is required to take such action.

Please call Becky Vose on her cell at 407-448-0111 if you have any questions or concerns
regarding these subjects.
Jed Seco

From: Teresa Heitmann

Sent: Thursday, March4, 2021 3:14 PM
To: Charles Chapman; Gary Young
Subject: FW:EngagementAgreementand Invoice.This is confidential informationfor Mr
Chapman
Attachments: EA - Retention Contract Office of Mayor. pdf; Boatman Ricci Statement 11760
2-22-21. pdf

Mr. Chapman,
This is the invoice for legal services
Thank you,
Teresa

Teresa Lee Heitmann

^TS% Mayor
City of Naples
%iff..i 735 8th Street South - Naples FL 34102
--."., -'" Ma orHeitmann na les ov. comwww. na les ov. com
.

Phone: 239-213-1000 | Fax: 239-213-1010

From: "James A. Boatman, Jr. " <jab@boatmanricci. com>

Date: Monday, February 22, 2021 at 6:01 PM
To: Teresa Heitmann <theitmann@naplesgov.com>
Cc: AmyJuarez <aj@boatmanricci. com>, "Daija R. Hinojosa" <drh@boatmanricci. com>
Subject: EngagementAgreement and Invoice

CAUTION: This email originated from outside ofthe City of Naples e-mail system. Do not click links or open attachments unless you
recognizethe sender and knowthe content is safe.

Dear Mayor,

Please find attached hereto the proposed Engagement Agreement which has been drafted consistent with our prior
discussions. Also, please find enclosed the Invoice for the time spent to date on the various issues we have discussed.

Pleaselet me knowifyou haveanyquestionsor concerns regardingthe form or contentof eitherthe Engagement

Agreement or the Invoice. Per your instructions we contacted the City purchasing department and have registered as a
vendor for the City.

I am honoredto providethe Officeof Mayorwith legal servicesandgreatlyappreciatethis opportunity

Respectfully,

James A. Boatman, Jr., Esq.

Managing Shareholder
 Boatman Ricci
Truth Culd<d, Relttlonthlp Driven.
3021Airport-Pulling Road North, Suite 202
Naples, Florida 34105
Direct Line (239) 330-1498
Main Office (239) 330-1494
ab boatmanricci.com
www.boatmanricci.com
MMtmdaJe-Hubbdr Martindale^fubbcir
PRE EMiNEN CLIENT CHAMPION 2020
PMK- Ba-jcd °w
orP-dnianrtf' T~ PLATINUM / 2020

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 oatman Ricci
Truth Guided, Relationship Driven

February 22, 2021

VIA ELECTRONIC MAIL

mayorheitmann@naplesgov. com

City of Naples
c/o Mayor Teresa Heitmann
735 8th Street South
Naples, Florida 34102

Re: Lega/ Representation - General Consultation

Office of the Mayor, City of Naples

Dear Mayor hleitmann,

We are very pleased that you have selected BOATMAN RICCI ("the Firm") for legal representation.
I thank you for your expression of confidence in us. The purpose of this letter is to confirm our fee agreement
for this representation and describe the basis upon which we will provide legal services to you. If after your
review you have any questions about these provisions, please contact me directly.

a. Scope of Representation. This fee arrangement applies to the Firm's representation of the
Office of Mayor for the City of Naples as special counsel. At this time, the Firm will not be
representing the Mayor's Office in any litigation or other proceeding, and I have the right to
require that a separate fee agreement be entered into before I represent the Mayor's Office
in any such matter. While this Engagement Agreement will use the term "you" colloquially
herein, our representation will not be of you in your individual capacity but solely in your
capacity as Mayor of the City of Naples.

b. Client Responsibilities. The Firm will provide legal counsel and assistance to you in
accordance with this letter and will rely upon information and guidance you provide to me.
The Firm will keep you reasonably informed of progress and developments, and respond to
your inquiries. In order to enable the Firm to provide the services set forth in this letter, you
will disclose fully and accurately all facts and keep the Firm apprised of all developments
relating to this matter. You agree to pay the Firm's bills for services and expenses in
accordancewith this engagement letter. You will also cooperate fully with the Firm and be
available to attend meetings, conferences, hearings and other proceedings on reasonable
notice, and stay fully informed on all developments relating to this matter.

c. Legal Fees and Billing Practices.

i. The Firm's fees are based primarily upon the hourly rates charged by its professionals
multiplied bythetime spent by its professionalson your behalf, measuredgenerally in
tenths of an hour. Attorney's fees range from $255.00 to $450.00 per hour1. Time of

1 Of Counsel Attorney, Bob Bible's hourly rate is $395. 00 per hour.

3021 Airport-Pulling Road North . Suite 202 . Naples . FL 34105 . T239-330. 1494
info@boatmanricci.com . www.boatmanricci.com
City Naples- Mayor Teresa Heitmann
January22, 2021
Page 2 of 8

legal assistants who may work on this matter is currently charged at $185. 00 an hour;
legal secretarial work is charged at $135. 00 an hour. Please note that a substantial
portion ofthe fees expended on the work done by legal assistants and legal secretaries
is not recoverableas "legalfees"atthe end ofa successful lawsuit. Thesebillingrates
may be adjusted from time to time to reflect changes in levels of experience and
economic factors affecting the Firm. When the Firm's rates change, the bills you
receive from the Firm after that time will reflect the rate adjustment.

ii. Charges for services, while based primarily on hourly rates, are also determined after
considering a variety of other factors, such as the novelty and difficulty of the issues
involved, the skills needed to perform the legal services properly, special timing
requirements and the results obtained. The Firm is always pleased to discuss its bills
with the client to ensure that the client understands the basis for the fees and to avoid
any misunderstanding.

iii. The Firm will charge you for the time its professionals spend on telephone calls,
including calls with Company representatives, opposing counsel or court personnel.
The legal personnel assigned to your matter will confer among themselves about the
matter, as required. When they do confer, each person will charge for the time
expended. Likewise, if more than one professional attends a meeting, court hearing
or other proceeding, each will charge for the time spent. The Firm will charge for
waiting time in court and elsewhere and for travel time, both local and out of town.

Fee Shifting. You may be entitled to recover attorney's fees from another party. Conversely,
you may be required to pay another party for its attorney's fees. In the event the court awards
attorney's fees to you, the Firm will be entitled to receive whichever is greater, the attorney's
fees to which the Firm is entitled underthis agreement or the court awardedattorney's fees.
The client herebyrecognizesthatcertain ofthe professionalfees chargedhereundermay not
be recoverable against the opposing party in the event of an attorney's fee award. The fees
for certain services rendered by the Firm, including but not limited to Legal Secretarial
services, are generally not recoverable in an attorney's fee award.

Costs. The Firm reserves the rightto include separate chargeson its bills for services such
as photocopying, messenger and delivery service, computerized research (legal research and
background searches), travel costs, facsimile, and filing fees. The Firm charges for these
expenses at a standard rate per unit for each item. The Firm generally does not pay fees and
expenses of others (such as consultants, appraisers, and local counsel). The provider of
these services will bill you directly.

Periodic Bills.

i. The Firm utilizes "rolling" billing procedure that will generally be processed on a
monthly basis, which helps to keep you informed of the time devoted to and progress
ofyour matter. The Firm reserves the rightto bill more often than every 30 days to the
extent required to keep the retainer at an acceptable level. Payment is due upon
creation of the bill. Funds for payment will be automatically swept from the Trust
retainage described herein when the bill is initiated, which will require you to
immediately remit payment upon receipt of the bill to bring the trust back to the level
agreed upon herein. Checks must be made payable to BOATMAN RICCI.
City Naples - Mayor Teresa Heitmann
January22, 2021
Page 3 of 8

ii. The Firm will charge interest at the rate of 1. 5% per month (18% per annum) on bills
that remain unpaid beyond 60 days. You agree to bear the costs the Firm incurs in
collecting overdue accounts, including reasonableattorney's fees and all other costs.
The 18% simple interest rate shall also be the interest rate applied to post-judgment
interest which accrues on any judgment obtained in an action to enforce this
agreement or any portion of this agreement.

iii. Ifat anytime your bill is more than 30 days past due, yoursignaturebelowconstitutes
consent to the Firm's termination of services rendered on your behalf and to the Firm's
withdrawalfrom all pending cases regardless of the status and potential prejudice to
you or your claim. You are also responsible for making certain that there is no
outstanding balance at the time that the matter is scheduled to go to trial.
iv. In the event there is a dispute regarding fees or costs allegedly due hereunder, the
Firm shall be entitled to a reasonable attorney's fee for its efforts or any attorney or
agency retained by the Firm in such action.

g. Trust Funding. There will be no trust deposit required at this time. The Firm reserves the
right to modify this requirement in the future.

h. Dischargeand Withdrawal.

i. You may dischargethe Firm at any time. The Firm may withdrawwith your consent
or for good cause. The Firm resen/es the right to withdraw from representing you if,
among other things, you fail to honor the terms of this engagement letter - including
nonpayment of bills, its failure to cooperate or follow the Firm's advice on a material
matter, or the Firm becomes aware of any fact or circumstance that would, in the Firm's
view, render its continuing representation unlawful or unethical.

ii. In the event that the Firm terminates the engagement, the Firm will take reasonably
practicable steps to protect your interests in the above matter. If you terminate the
Firm's services, you will promptly pay the Firm for all fees, charges and expenses
incurred prior to the date of the Firm's receipt of the termination and for any work
required to effect a transition to new counsel.

iii. Unless previously terminated, the Firm's representation will terminate upon the Firm's
sending you its final bill for services rendered. If you request, the Firm will return its
original papers and property to you consistent with the Firm's need to ensure payment
of any outstanding bills. The Firm may retain copies of the documents. The Firm will
keep its own files, including attorney work product, pertaining to its representation of
you.

iv Forvarious reasons, includingthe minimizationofunnecessarystorageexpenses,the

Firm may destroy or otherwisedisposeofdocumentsand materialsa reasonabletime
after termination of the engagement.

i. Opinions and Beliefs. Since the outcome of negotiations (and litigation) is subject to factors
thatcannotalwaysbeforeseen, suchasthe uncertaintiesand risks inherentin the negotiation
City Naples- Mayor Teresa Heitmann
January22, 2021
Page4 of 8

(and litigation) process, it is understood that the Firm has made no promises or guarantees to
you concerningthe outcome ofthis or anyother matter and cannotdo so.
j. Conflicts. The Firm represents many other companies and individuals. It is possible that
during the time the Firm is representing you, some of its present or future clients will have
disputes ortransactions with you and/or your affiliates. You agree that the Firm may continue
to represent or may undertake in the future to represent existing or new clients in any matter
that is not substantially related to the Firm's work for you even if the interests of such clients
in thoseothermatters are directly adverseto you. The Firm asksfor similaragreementsfrom
other clients to preserve its ability to represent you when the Firm is engaged by others. The
Firm agrees, however, that your prospective consent to conflicting representation contained
in this paragraphshall not apply in anyinstancewhere, asa resultofthe Firm'srepresentation
of you, the Firm has obtained proprietary or other confidential information, that, if known to
the otherclient, could be used by that clientto your material disadvantage. The Firm will not
disclose to the other client(s) any confidential information received during the course of the
Firm's representation of you.

k. Ethics. The Firm believes that as outside counsel for the Office of Mayor, the Firm maybe
subject to the ethics requirements in Article IXofthe Naples Code ofOrdinances. Accordingly,
in the course of representing the Office of Mayor, the Firm intends to comply with the
provisions of Article IX, and reserves the right to decline any work or requests it in good faith
believes to be in conflict with said article.

I. Government-in-the-Sunshine. As the Office of Mayor is a governmental office subject to

Florida's Government-in-the-Sunshine laws, this provision serves as notice that under certain
circumstances communications and correspondences between the Office of the Mayor and
the Firm may qualify as public records, and not be protected by attorney-client privilege.
m. Electronic Communications. The Firm communicates regularly with its clients using
facsimiles, mobile telephones and e-mail. These forms of communication are not completely
secure against unauthorized access. There is some risk of disclosure and loss of attorney-
client privilege in using these forms of communication because they do not ensure the
confidentiality oftheir contents. Ifyou object to the Firm using any one or more ofthese forms
of communication please let the Firm know immediately and the Firm will attempt to honor
that request.

n. Privacy and Confidentiality of Information. Because of the nature of some of the financial
services offered by the Firm, the Firm is required by federal lawto disclose its privacy policy
and practices to individuals for whom the Firm provides financial products or services.
Because the privacy and confidentiality of information regarding the Firm's clients are
extremely important to the Firm, the Firm is happy to comply with that requirement by
furnishing you with the following information:

i. The Firm collects nonpublic personal information abouta client only from the client or
from other sources with the client's prior authorization. For instance, in the course of
providing legal services, the Firm often collects information about clients (e. g., name,
address, telephone number, social security number and assets), and the Firm may
receive additional information from third parties (e. g., appraisals, credit reports and
land surveys).
City Naples - Mayor Teresa hleitmann
January22, 2021
Page 5 of 8

ii. The Firmdoes not discloseanynonpublicpersonal informationabouta clientorformer

client to anyone except as required or permitted by law or as authorized in advance
by the client.

iii. The Firm restricts access to nonpublic personal information about each client to those
employees of the Firm who need to know that information to provide the services the
client has requested.

iv. The Firm maintains physical, electronic, and procedural safeguards that comply with
applicable federal regulations to guard the nonpublic personal information about its
clients.

v. The protection of personal and confidential information aboutthe Firm'sclients is very

important to the Firm.

o. Applicable Law. This agreement shall be governed by, construed, and enforced in
accordancewith the laws of the State of Florida. Venue for any action relating to breach or
enforcementofthis agreementshall be in CollierCounty, Florida. This agreementconstitutes
the entire agreement between the parties and any prior understanding or representations of
any kind shall not be binding on either party.

p. Modification. No modification of this agreement shall be binding unless in writing and signed
by each party.

q. Misc. The Firm invites you to freely discuss with any of its professionals any questions you
may have concerning any aspect of its representation, including fees, costs, and strategy.
The Firm wantsyou to be satisfiedwiththe quality and the cost of its services.

r. Acceptance. Please indicate your acceptance of the Firm's representation and this
agreement regarding fees by signing the original of this letter in the appropriate place below,
and returning this original to the Firm's office. You agree that the Firm will not begin
representing you unless and until you deliver this signed agreement and the funds necessary
to bring the trust balance to the level set forth above.

This letter agreement contains the entire agreement between the Firm and you regarding its
representation and the fees, charges, and expenses to be paid. If you are in agreement with the terms of
this letter, please sign belowand return this letter to the undersigned. Weare pleased to havethis opportunity
to represent you, and assure you that we will represent you as diligently and efficiently as possible.
City Naples - Mayor Teresa Heitmann
January22, 2021
Page 6 of 8

Sincerely yours,

BOATMAN I

James A. B atman, Jr., Esq.

For the Firm

JAB/drh
Enclosure

The undersigned agrees to engage the Firm pursuant to the terms set forth in this letter.
Office of Mayor, City of Naples

By
Teresa Heitmann, Mayor
City of Naples, Florida

Date:
City Naples- Mayor Teresa Heitmann
January 22, 2021
Page 7 of 8

BOATMAN RICCI
Privacy Notice

Because of the nature of some of the financial services offered by BOATMAN RICCI, I am required
by federal law to disclose my privacy policy and practices to individuals for whom I provide financial products
or services. Because the privacy and confidentiality of information regarding my clients are extremely
important to me, I am happy to comply with that requirement by furnishing you with the following information:

. I collect nonpublic personal information about a client only from the client or from other sources with
the client's prior authorization. For instance, in the course of providing legal services, I often collect
information about clients (e. g., name, address, telephone number, social security number and
assets), and I may receive additional information from third parties (e. g., through discovery, etc. ).

. I do not disclose any nonpublic personal information about a client or former client to anyone except
as required or permitted by lawor as authorized in advance by the client.
. I restrict access to nonpublic personal information about each client to those employees of my firm
who need to knowthat informationto provide the servicesthe client has requested.

. I maintain physical, electronic, and procedural safeguards that comply with applicable federal
regulations to guard the nonpublic personal information about my clients.
City Naples- MayorTeresa Heitmann
January22, 2021
Page 8 of 8

NOTICE- NON-SPOLIATIONOF EVIDENCE

ThroughoutthecourseofthisFirm'srepresentationofcertainphysicaldocumentssuchascontractsandletters
as well as certain electronic data such as emails, text messages, computer files, and other electronically stored
information("ESI")may becomerelevantyourmatter. Withinthecontextofa lawsuit,you havea dutyunderthe lawnot
to "spoliate" evidenceWhich may be relevant to that lawsuit. Therefore, should you have any practice or pattern of
disposingofcertain physical documents and/ordeleting ESt, please be advisedthat you should refrainfrom doing so
duringthependencyofyourmatterwiththe Firm.Ata minimum, pleaseconsultwiththis Firmregardingyourdocument
and data retention practices prior to disposing of any documents or data.

Lawsuits and legal matters in general are extremely uncertain. As a result, a document, communication, or
other ESImay not seem relevantatthe time you disposeof it butit may becomecrucialat a laterdate.Thus, it is very
difficult to advise you which documents you should keep as opposed to which documents may be safely disposed. It is
bestpracticeto retainallinformationwhichmayevenremotelyrelatetoyourmatter.Ifyoudeleteordisposeofcertain
evidence you may lose the right to rely upon that evidence at a court proceeding and, in a severe case, you
may even be subject to legal sanctions for spoliation of evidence.
Therefore, olease be advised that you and anyone acting on your behalf including any employees and/or
agents/ and anyone acting on its behalf, including all members of the board of governors, committee heads,
accountants, representatives, employees, managers, executives, directors, and agents (collectively, "")] should
preserveor causeto be preserved, all documents,whetherin hardcopyorelectronicformat, including,forexample, e-
mail, voicemail, instant messages, letters, memoranda, notes, personnel files or records, desk files, supervisor and
locationfilesoranyothertypeofinformalfiles,memoranda,letters,workpapers,drafts,handwrittennotes,faxes,forms,
telephone messages, computer disks, CD-ROMs, drawings, designs, calendars, and correspondence or
communications of any kind which may relate to your matterwith the Firm. Please note that the items listed in this
section are illustrative, not exhaustive.

Please also preserve all data, in any form, including, but not limited to, computer hard drives, servers, laptop
computers, cell phones, memory sticks, thumbdrives, cell phonerecords, and homecomputers, e-mailsandanyother
mediacapable of storing or generating electronically stored information. For purposes of this directive, the term
"data" includes, without limitation:
. Active data (i. e., data that are immediately and easily accessible on electronic systems today);
. Archived data (i. e., data that reside on backup media or other storage media, including the cloud);
. Deleted or fragmented data (i. e., data that have been deleted from a computer hard drive but is
recoverable through computer forensic techniques); and
. Legacy data (i. e., data that were created on old or obsolete hardware or software).

Again,the datamust be preserved,whetherthe informationis stored in hardcopy, electronicallyor in anyother

formorformat. Itappliesto duplicates(includinginformationthatisstored inmorethanoneformat, suchaselectronically
and in hard copy) aswell as originals or single versions. Please also retain all data-including photographs and videos-
in its "nativeformat. " Ifyou should haveany questionsor concerns regardingthis non-spoliationnotice, pleasefeelfree
to contact the Firm.

initials
 :.:
.
nunis

04/30/2021 08:38 City of Naples LIVE p 1

jsecory ACCOUNTS PAYABLE VENDOR apvdrmnt

Vendor number: 16781 Entity:1

Alpha sort: BOATMAN RICCI Type: 961 Mis Svc 1
Status: v

Name BOATMAN RICCI

Name line 2
Name line 3
Name line 4
DBA:
Address line 1 3021 AIRPORT PULLING RD N
Address line 2 STE 202
Address line
Address line 4
City, state, zip: NAPLES FL 34105
Country code: Foreign Entity:N
1099 Vendor: N 1099 default:
1099 retainage N
W-9 Sent: - N Social Security:
W-9 Received: N Federal Id: ' 74-3194923
Federal Withholding: N DUNS Number:
Independent Contractor: N
General notes: NONE
Certification notes: NONE
Class notes: NONE
Performance notes:
Discount percent: . 000 Days to discount
Minimum order: .
00 Days to net:
Freiqht Term/Meth: Freight Percent: 0. 000
Use Tax Vendor: N
Duplicate Invoice N
Blank Invoice: N
Bank:
Bank account: Acct type:
Payment Method: PRINTED CHECK Prenote: N
AP~retainage status _N
PO Delivery Method: E-mail
AP Delivery Method: E-mail
Email AJOBOATMANRICCI.COM
www:
Contact 1 Contact 2
Name: AMY JUAREZ
Office Man
Telephone: 239-330-1494 ex2007
FAX:'
EMAIL: aj@boatmanricci. com
Default account:
Descrip:
Alloc code: 0
Class: Performance:
Geographic: County Cd:
AR customer: Separate Checks: N
Payroll employee:
 '.;. munis

04/30/2021 08:38 City of Naples LIVE P 2

jsecory ACCOUNTS PAYABLE VENDOR apvdrmnt

Hire Date:
DOB:

Minority Business Enterprise:N Classifications:

Entered: 02/19/2021

** END OF REPORT - Generated by Jed Secory **