MEMORANDUM FROM: Jacqueline M. Kovilaritch, Assistant City Attorney ' DATE: April 26, 2007 RE: Retention of Outside Counsel

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1 MEMORANDUM TO: FROM: Mayor Rick Baker Honorable John Bryan, Chair, and Members of City Council Jacqueline M. Kovilaritch, Assistant City Attorney ' DATE: April 26, 2007 RE: Retention of Outside Counsel The City Attorney's Office provides legal services to the City's Benefits Department, including the Pension Division. The City's Benefits Department also utilizes the services of outside legal counsel for various benefits and pension matters such as reviewing pension, deferred compensation, 401(a) and premium payments plans for compliance with federal tax qualification rules and other laws, completing and submitting IRS filings for letters of determination, preparing and reviewing plan amendments (whether due to tax law changes or negotiated changes), and providing legal opinions and interpretations on benefit issues and plan design. These services are generally needed in order to comply with federal laws and are not available using the City's staff attorneys. The City Attorney's Office and City's Benefits Department recently researched law firms that provide the type of services described above and interviewed three firms. The City Attorney's Office and City's Benefits Department believe that Fowler White Boggs Banker ("Fowler White") has the necessary qualifications and experience and offers competitive rates. Therefore, the City Attorney's Office has recommended to the Mayor and the Mayor has agreed to appoint and to retain, subject to City Council approval, Fowler White to perform legal services related to benefits and pension matters. In all likelihood fees and costs associated with Fowler White's services will exceed the limitation set forth in Resolution Their engagement letter is attached for your information. The City Attorney's Office is asking City Council to approve the attached resolution which approves the Mayor's appointment and retention of Fowler White to perform legal services related to benefits and pension matters and authorizes payment for this representation to be paid from the funds available in the General fund, Human Resources, Pension Management and Group Insurance Divisions (Fund 001, Department 090, Divisions 1921 and 1177). The attached resolution also provides for your approval of the City Attorney's authorization to sign a waiver of conflict. The waiver of conflict acknowledges the City has no objection to Fowler White's current and potential representation of various clients before City Council and the City's Administrative offices. Fowler White's counsel who will be primarily performing the legal services related to benefits and pension matters has no present conflict of interest. If you have any questions regarding this matter, please feel free to call me. Attachments

2 A RESOLUTION APPROVING THE APPOINTMENT AND RETENTION OF FOWLER WHITE BOGGS BANKER AS SPECIAL LEGAL COUNSEL TO THE CITY TO PERFORM LEGAL SERVICES RELATED TO BENEFITS AND PENSION MATTERS; AUTHORIZING PAYMENT FOR SUCH SERVICES; AUTHORIZING THE CITY ATTORNEY TO SIGN A WAIVER OF CONFLICT; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED by the City Council of the City of St. Petersburg, Florida that the appointment by the Mayor and the retention of Fowler White Boggs Banker as Special Legal Counsel to the City to perform legal services related to benefits and pension matters is hereby approved. BE IT FURTHER RESOLVED that the City Council authorizes the City Attorney to sign a waiver of conflict. BE IT FURTHER RESOLVED that pursuant to Section 3.06 of the City Charter, the services to be performed by the Special Legal Counsel will be as delegated by the City Attorney. BE IT FURTHER RESOLVED that the City Council of the City of St. Petersburg authorizes payment for these services to be paid from the funds available in the General fund, Human Resources, Pension Management and Group Insurance Divisions (Fund 001, Department 090, Divisions 1921 and 1177). BE IT FURTHER RESOLVED that this resolution shall become effective immediately upon its adoption. Approved as to form and content: 'Ay attorney (designee) A /77059

3 FOWLER WHITE BOGGS BANKER ATTORNEYS AT LAW RUSSELL S. BUHITE DIRECT DIAL: (813) fowl erwhite. com ESTABLISHED 1943 April 17, 2007 VIA U.S. MAIL Kimberly Proano, Esq. Assistant City Attorne y City of St. Petersburg Municipal Building, 10th FL 1 Fourth Street North St. Petersburg, Florida Re: City of St. Petersburg Benefits Department, Dear Kim: Pursuant to our discussion, this shall confirm that the City of St. Petersburg has agreed to retain Fowler White Boggs Banker P.A. for legal services related to the review and amendment of City Benefit Plan documents and for preparing necessary materials to secure regulatory compliance and approval. We appreciate very much the opportunity to work with the City on these benefit issues. We also understand that the Ciy Council will need to approve the engagement of the firm for these purposes and would be glad to attend the Council meeting and answer any questions with regard to the firm and the proposed legal work. We appreciate very much the confidence that you have placed in our firm and look forward to representing the City and working with your office. The terms of the engagement are set forth below. FOWLER WHITE BOGGS BANKER P.A. TAMPA ST. PETERSBURG FORT MYERS TALLAHASSEE ORLANDO NAPLES WEST PALM BEACH BONITA SPRINGS JACKSONVILLE 501 EAST KENNEDY BLVD., SUITE 1700 TAMPA, FLORIDA P.O. B ox TAMPA, FL TELEPHONE (813) FAX (813 ) www. fowlerwhite.com

4 Page 2 As we mentioned in our prior meetings, we propose that Steve Barber, of our Employment and Benefits Group perform the review of the Plans and render appropriate advice and drafting assistance. He has proposed and you have agreed to the following fee structure for the work. Steve Barber ad/or his paralegal will be performing the requested legal services. His billing rate is $ an hour, which will remain unchanged for at least three years. His paralegal's billing rate is $ per hour, which will remain unchanged for at least three years.the representation would involve a combination of fixed rate and hourly services basis as follows: l )) Review of the three pension plans. The maximum fee would be one hour or $ to review each plan. 2) Review of the 401(a) plan. The maximum fee would be one hour or $ to review this plan. 3) Review of Section 457(b) pl an. The maximum fee would be one hour or $ to review this plan. 4) Review the amendments to each plan described above and determine whether each amendment affects the plan's compliance with Florida Statutes, ERISA and/or the Internal Revenue Code (as the case may be). This service is included in the review of each plan. 5) Update each plan to include all amendments needed to keep the plan in compliance with applicable laws. 401(a) plan - maximum of $3, This fee includes reasonable conferences to discuss plan design. The maximum would be for a complete amendment and restatement of the plan. 457(b) plan - maximum of $2, This fee includes reasonable conferences to discuss plan desi p. The maxi'yiuu"`i would be for a complete amendment and restatement of the plan pension plans - amendments/updates will be billed on an hourly basis. We can provide a maximum fee quote once the nature of the amendments/updates is/are known. 6) With respect to each plan, take whatever remedial actions may be necessary to comply with applicable statutes. These services will be generally performed on an hourly basis. However, once the nature of any corrective actions is known, we will quote a maximum fee for the corrective services. 7) If necessary prepare and submit a separate application for each plan to the IRS, under IRS correction procedures, which process will result in formal opinions by the IRS that the plans comply with legal requirements. FOWLER WHITE BOGGS B ANKER P.A. TAMPA ST. PETERSBURG F ORT MYERS TALLAHASSEE ORLANDO NAPLES WEST PAL M BEACH B ONITA SPRINGS JACKSONVILLE

5 Page 3 401(a) plan - hourly basis with a minimum of $3, and a maximum of $6, (b) plan - hourly basis with a minimum of $3, and a maximum of $6,000. pension plans better understood. hourly basis with a few quote once the nature of any problems is Please note that there may be overlap between 6 ) and 7) as all corrective steps are generally implemented prior to submitting to the IRS. As a result, once the nature of any problems are known, we will provide a fee quote to include 6) and 7). 8) Form 5500 amnesty program and Department of Labor Fiduciary Self-Correction Program. Although not requested in your , to the extent that either program is relevant, we will provide services on an hourly basis, with a maximum fee quote prior to performing services. We will bill the City for our services on a monthly basis and will submit an itemized statement for all services provided during the preceding month, including all costs and expenses incurred in providing these services which have cleared our accounting system as of the last day of the preceding month. Our statements will be due and payable upon receipt. We have agreed that we will not bill the City for the expenses of travel between Tampa and St. Petersburg for purposes of this representation. Please advise if there are any aspects of the foregoing that you believe may not accurately express our representation agreement. If the agreement is acceptable to the City, please sign below and return with the Waiver of Conflict document enclosed. Because members of our firm appear on behalf of clients from time to time before the City and Administrative agencies, they have requested that I secure a Waiver of Conflict that we ask that you execute and return so that there is no question in the future about such matters. Please let me know if you have any questions in this regard. Sincerely, FOWLER WHITE BOGGS BANKER P.A. - -rc Russell S. Buhite FOWLER WHITE BOGGS BANKER P.A. TAMPA ST. PETERSBURG FORT MYERS TALLAHASSEE ORLANDO NAPLES WEST PALM BEACH BONITA SPRINGS JACKSONVILLE

6 Page 4 ACCEPTED : THE CITY OF ST. PETERSBURG By: Date: RSB WAIVER OF CONFLICT You have agreed that you are fully aware of the Firm's current and potential representation of various clients before the City Council and Administrative offices of the City of St. Petersburg, and that notwithstanding our representation of The City of St. Petersburg for Pension and other benefits plan reviews, you have no objection to the Firm continuing to represent clients as referenced herein. Steve Barber, who will be primarily performing the legal work set forth above, has no present conflict of interest that would prevent his representation. By your signature at the space provided below, you are waiving any potential conflict of interest which could arise as a result thereof.

7 Page 5 cc: Vicki A. Grant, CBP, PHR Jackie Kovilaritch Mark Winn F OWLER WHITE BOGGS BANKER PA. TAMPA ST. PETERSBURG FORT PA YERS TALLAHASSEE ORLANDO NAPLES WEST PALM BEACH BONITA SPRINGS JACKSONVILLE