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HomeMy WebLinkAboutLB Sundstrom ASC 2022 Agenda ,YGE SN �a¢�� ''P\ OFFICE OF THE ATTORNEY GENERAL 7c _A.:- lell 7.\ i r Executive Staff :) \sT ''" \), PL-01 The Capitol OF F��� Tallahassee,FL 32399-1050 ASHLEY MOODY Fax(850)487-2564 ATTORNEY GENERAL http://www.myforidalegal.com STATE OF FLORIDA September 22,2022 Jeremy D.Johnston, P.E, M.B.A, Executive Director Clay County Utility Authority 3176 Old Jennings Road Middleburg, Florida 32068-3907 Re: Amendment for Private Attorney Services Dear Mr.Johnston: Your September 13, 2022, request to extend the Agency's existing contract with the law firm of Sundstrom & Mindlin, LLP,through September 30, 2023, is approved pursuant to Section 287.059, Florida Statutes. Please note that this office has not determined the legality of the contract, nor has it been reviewed for the purpose of determining the appropriateness of the counsel selected or the fee arrangement, other than to ensure co compliance with the standard fee schedule required in Section 287.059(6), Florida Statutes,and Rule 2-37.030, = F.A.C., and to determine whether this office can provide such services more cost effectively. Additionally, a> g please note that Rule 2-37.030 generally limits attorney's fees to$200 per hour and paralegal/law clerk fees to o $40 per hour;however,your previously submitted Statement of Waiver authorizes exceeding the attorney rate L and the paralegal rate if you choose to proceed with the contract as requested. r re The private legal services to be provided will include the firm serving as statewide special counsel for regulatory and litigation matters, including eminent domain cases for the agency. In addition,the firm will also serve as lead attorney on private and governmental utilities, acquisitions, and related financings for agency.The total contract amount, including fees and costs, is limited to $72,500.00. If it appears necessary to exceed such amount, prior approval from this office is required. After the contract has been fully executed, please forward a copy to Mason Hall via email, I Mason.Hall@myfloridalegal.com,or via mail to Office of the Attorney General,The Capitol,PL-01,Tallahassee, Florida 32399-1050. Please note that the contract should comply with subsection 287.059(11),Florida Statutes, which requires you to use the standard addendum developed by this office. Sincerely, John M.Guard tt4 Chief Deputy Attorney General JMG/mh cc:Kim Holland, Department of Financial Services 1 AG Receipt Date: Request for Attorney General Approval of Private Attorney Services 11. Agency Name: CLAY COUNTY UTILITY AUTHORITY Contact Person:JEREMY D.JOHNSTON.P.E.. M.B.A.,EXECUTIVE DIRECTOR Phone#: 904/272-5999 2. Proposed Agency SAMAS Contract Number: or Purchase Order#(if under$5000): E or S (This information is available from-your agency fiscal/purchasing staff.) 3. Class/Group Number: 97243 5 , 0 (This number identifies the area of legal specialization being provided for through contract. Please chotiSc the most appropriate area from the list below.) 010 Administrative Law 240 Commercial Litigation 400 Eminent Domain Law 600 Labor Law 020 Admiralty Law 250 Communication Law 410 Employment Practices Law 605 Land Use Law 030 Agricultural Law 260 Constitutional Law 420 Entertainment Arts and Sports 610 Marital and Family Law 040 Antitrust Law 265 Construction Law Law 630 Patent and Trademark Law 060 Aviation Law 270 Consumer Law 430 Environmental Law 700 Real Estate Law 100 Bankruptcy Law 280 Contract Law 440 Estate Planning and Probate 710 Securities Law 110 Bond Law 285 Copyright Law 500 General Counsel 720 Sunshine/Public Records Law 200 Civil Appellate Practice 290 Corporate Law 510 Health Law 800 Tax Law 210 Civil Rights Law 300 Corrections/Parole Law 530 Immigration Law 850 Utilities Law 220 Civil Trial Practice 320 Criminal Appellate Practice 535 International Law 900 Workers Compensation Law 230 Collections Law 330 Criminal Trial Practice 540 Juvenile/Dependency Law 4. Type of Request(If this is an original request,please answer only through question#21; if this is a contract amendment,please answer all questions as appropriate): Original Contract Contract Amendment X 5. If this is an original request,please provide the estimated total contract amount: Fees$ Costs$ Total$__ 6. If this is an original request,please provide the proposed contract period: From to 7. Please provide a brief description of the legal services to be provided. Contractor will serve as Statewide Special Counsel for Rerlatory Matters for the Agency and for select statewide matters of litigation and eminent domain matters for the Agency,which has no in house legal staff. In addition, Contractor will serve as lead attorney on private and governmental tltilinfies)acquisition(s)and related financings)for Aiencv Services will be provided on an as needed basis,at a hourly rate of$300 per hour for name and senior partner William Sundsrrom,$250 per hour for partners,and$200 per hour for any other associate attorneys. Form OAG-001 (12/93[rev.9/2001,9 8. For trial and appellate litigation,please identify: Style of Case: N/A Case Number:N/A Court: As directed by the A_gency. 9. Identify the reason outside counsel is needed as opposed to utilizing in-house attorney services: x Necessary legal expertise not available on staff x Time commitments exceed in-house staff resources Conflict of interest Local representation necessary x Travel, lodging and other costs associated with in-house representation not cost effective x Other, Identify: Agency has no in-house counsel or support staff. 10. Identify the proposed law firm/counsel: Law Finn/Counsel Name: SUNDSTROM& MINDLIN, LLP Address: 2548 Blairstone Pines Drive City, State ZIP:Tallahassee. Florida 32301 11. Identify by name which partners, associates,research associates or other personnel will be used to perform the contracted legal services; and a schedule of their current billing rates. Name Position Tide Hourly Rate William E. Sundstrom, P.A. Name/Senior Partner $300.00 Other Partner Attorneys Partner $250.00 Robert C. Brannan Partner $250.00 Associate Attorneys Associate $200.00 12. Proposed Hourly Rate: See Above Specifications under 11. Estimated Hours: Unknown at this time. 13.If the method of payment is to be hourly fee, identify what services will be covered by this fee(e.g., attorney services,paralegal services, research expenditures, overhead including reproductions of materials, administrative support services,telephone charges including faxing of materials,etc.). See Rule 2-37.030, FAC. All services will be provided on an hourly fee basis. 14.What items, if any,will be subject to additional charges not considered in the hourly fee. See Rule 2-37.030, FAC. None. 15. If a cap is to be placed on the amount of non-attorney fee expenditures the agency can reimburse over and above the hourly fee, please identify the amount. $N/A 2 Form OAG-001 (12/93[rer.9/2000 16. Is a waiver to the established fee schedule required? X Yes , No If yes,please complete Attachment I,Statement of Waiver. 17. If an alternate to the hourly billing method is proposed,please describe. Fixed fee per case Flat fee per service(s) Contingency fee Retainer Other 18. Services to be performed in: State of Florida, multiple counties as needed 19. Please identify the criteria used by your agency to select the proposed legal counsel and explain. Magnitude/complexity of case requires firm's resources Ratings and certifications (e.g., Martindale):AV Preeminent rated. Firm experience: Firm is leading statewide law firm for water and sewer utility matters. Minority counsel:N/A. Firm's physical proximity to case,agency:Tallahassee based. Firm's prior experience with agency: Very positive and extensive. Firm's prior experience with similar case or issue: Routinely represents numerous local government and municipal water and sewer utilities. Billing methodology proposed/rate: Hourly, see attached. Other 0 20.Indicate the names of those attorneys)/firm(s)contacted in addition to the one proposed and their quoted fees. None. 21.Will agency staff be serving as co-counsel or participating with the outside counsel beyond oversight or coordination? YES If yes, identify the participation? Fact finding, including document review,witness interview Legal research Formal Discovery Drafting documents Pleading/motion practice Negotiations Appeals Trial preparation _ Trial Co-Counsel Lead counsel Other X , describe:Outside General Counsel, Grady H.Williams, Ir., LUM.,will coordinate work of_firm as Agency's Special Statewide Regulatory Legal Counsel. 3 Farm OAG-001 (12/93 9/2001JJ 22. If this request is a contract amendment,please identify the reason for the amendment,describe the change(s)from the last approval and provide justification for change(s)below. Increase in total contract amount(including fees&costs): From$ to$ Increase in hourly rate: From$ hourly to$_ hourly Increase in allowance for expenditures over and above hourly rate: From$ ,to$ X Extension of contract period: From October 1, 2021 through September 30, 2022, to October 1, 2022 through September 30, 2023. Revision/change in services to be provided Other - Please explain_ Justification for amendment:The foregoing budgeted maximum fee amount is based on an estimate of $72,500.00 maximum fees and related expenses(costs)for the Contractor's traditional role as statewide regulator and water&sewer industry counsel,and for select easement and land acquisition representation assignments. Contractor is billing and being paid on an approved hourly rate schedule,so Agency can control the actual expenditures as monitored and directed by Agency's management. 23.If this request is an amendment to extend the contract period,please provide for the immediate prior fiscal year only: $expended for fees: $6,990.00* $expended for costs: $0.00* Total$expended: $6.990.00* 0 *Through September 9, 2022 ..._ \r► • at,2z. - ©9 - ►'3 Signs ire o Ila icer Date ere,1•D. hnsto" .B.A. Notow Executive Director Title of Requesting Officer 4 Form OAG001(12/93[rev.9/2001J) Statement of Waiver Pursuant to Rule 2-37.040, F.A.C., the following rationale exists for waiver of the fee schedule for legal services to be rendered by SUNDSTROM&M1NDUN. LLP. 1. The Agency is unable to obtain adequate legal representation within the confines of the standard fee schedule. X 2. The Agency is unable to obtain legal services with the special expertise necessary to perform the particular function of the practice of law which the agency requires. 3. The waiver is necessary to provide legal services as a result of an emergency, an immediate danger to the public health,safety and welfare, or an opportunity for the state to preserve or enhance the public fisc and that failure to contract immediately for legal services in excess of the standard fee schedule will work to the detriment of the state. Please provide below the rationale for the justification selected. l.aw firm serves as Special Statewide Regulatory Legal Counsel and Private and Governmental Utilities Acquisition and Financing Counsel based on its extensive experience in representing local government and municipal water and sewer utilities. Particular expertise exists within this firm in representation affecting:publicly owned water,wastewater.and reclaimed water utilities, environmental law.administrative and civil litigation related to environmental law,public finance, alternative revenue modeling for Agency, major development utility negotiations.administrative law advocacy and rule challenges.acquisition of privately owned water.wastewater.and reclaimed water utilities,litigation with neighboring or competing utilities,and eminent domain related to water.wastewater,and reclaimed water utilities,all of which.are beneficial to the Agency,which has no in-house legal department. Law firm may also be called on to provide additional legal services on miscellaneous statewide litigation relevant to the Agency's utility industry,or to supplement efforts of local litigation counsel,as needed by the Agency. Additional services in FY 2022-2023 are also expected to include easement and land acquisition legal representations on a select basis,as assigned by the Agency, 2 t-3 Agency 1 c ad:VI ' Liao, is M.BA Date Executive DlrecW 5 Form OAG-001 (12/93[rev.9/2001]) Attachment 1 1 AGREEMENT BETWEEN CLAY COUNTY UTILITY AUTHORITY AND SUNDSTROM & MINDLIN, LLP This AGREEMENT is entered into in Middleburg,Clay County,Florida,by and between the CLAY COUNTY UTILITY AUTHORITY,an independent special district of THE STATE OF FLORIDA, existing and created under Chapter 94-419,Laws of Florida, Special Acts of 1994 (the AGENCY),with headquarters located at 3176 Old Jennings Road, Middleburg,Florida 32068, and SUNDSTROM &MINDLIN,LLP (the CONTRACTOR), located at 2548 Blairstone Pines Drive,Tallahassee,Florida 32301. This AGREEMENT shall bind the parties upon its execution by their representatives. WHEREAS, CONTRACTOR will serve as Statewide Special Counsel for Regulatory Matters for the AGENCY. WHEREAS, the CONTRACTOR has the expertise necessary to perform the duties and responsibilities outlined in this AGREEMENT. NOW, THEREFORE,the parties agree as follows: ARTICLE 1. ENGAGEMENT OF THE CONTRACTOR The AGENCY agrees to engage the CONTRACTOR and the CONTRACTOR agrees to perform the services set forth below. The CONTRACTOR understands and agrees that all services contracted for are to be performed solely by the CONTRACTOR and may not be subcontracted for or assigned without the prior written consent of the AGENCY. Revised 03/23/06 2 ARTICLE 2. SCOPE OF SERVICES The CONTRACTOR will serve as Statewide Special Counsel for Regulatory Matters for the AGENCY. The CONTRACTOR agrees to provide services,on an as needed basis, at an hourly rate of$300 per hour for senior partner William Sundstrom, and$250 per hour for other partner attorneys. Associate attorneys providing services, if any, will be billed at an hourly rate of$200 per hour. ARTICLE 3. TIME OF PERFORMANCE This AGREEMENT shall begin on October 1, 2022, and end on September 30, 2023. The CONTRACTOR shall provide requested services within the CONTRACTOR's practice areas within a reasonable time of each such request,as the context and circumstances may require. 0 ARTICLE 4. CONSIDERATION (1) Fees and costs shall be paid in accordance with the provisions of ATTACHMENT A FOR PRIVA 1'E ATTORNEY SERVICES, including Exhibit 1. (2) Justified and reasonable travel expenses which are directly and exclusively related to the professional services rendered under this contract will be reimbursed in accordance with§112.061,Florida Statutes. For the purpose of computing travel expenses, the CONTRACTOR's place of business shall be that listed in the Preamble to this AGREEMENT and all travel expenses shall be computed on that basis. (3) The AGENCY is exempted from payment of Florida state sales and use taxes and Federal Excise tax. The CONTRACTOR,however,shall not use the AGENCY's Tax Revised 03/23/06 3 exemption number to secure any materials or services. The CONTRACTOR shall be responsible and liable for the payment of all its FICA/Social Security and other taxes resulting from this AGREEMENT. (4) The CONTRACTOR shall not pledge the AGENCY's credit or make the AGENCY a guarantor of payment or surety for any contract, debt, obligation,judgment, lien, or any form of indebtedness. (5) Payment for services shall be issued in accordance with the provisions of §215.422,Florida Statutes. (6) Pursuant to Section 215.422(5),Florida Statutes, the Department of Financial Services has established a Vendor Ombudsman to act as an advocate for vendors. The Vendor Ombudsman may be reached at(850) 413-7269 or 410-9724. (7) In accordance with the provision of Section 287.0582,Florida Statutes, the AGENCY's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Legislature, if the terms of this AGREEMENT extend beyond the current fiscal year. (8) A contingency fee contract must be commercially reasonable. "Commercially reasonable" means the fees shall be no more than the amount permissible pursuant to rule 4-1.5 of the rules regulating The Florida Bar and case law interpreting that rule. If the amount of the fee is in dispute, the counsel retained by the state shall participate in mandatory binding arbitration. Payment of all attorney's fees is subject to appropriation. Attorney's fees shall be forfeited if, during the pendency of the case, the Revised 03/23/06 4 counsel retained by the state takes a public position that is adverse to the state's litigation or settlement posture. (9) If multiple law firms are parties to the contract,then the contract must address the internal system of governance amongst the firms and each law firm must identify one member of its firm who is authorized to legally bind the firm. ARTICLE 5. DOCUMENTATION (1) The CONTRACTOR shall submit monthly written invoices,in accordance with the requirements of ATTACHMENT A FOR PRIVA I h ATTORNEY SERVICES, paragraph D, Format for Invoices,for all fees or other compensation for services or expenses in detail sufficient for a proper pre-audit and post-audit. All invoices shall be submitted to the AGENCY to the attention of Accounts Payable, at the AGENCY's principal headquarters at 3176 Old Jennings Road,Middleburg,Florida 32068. (2) Each private attorney who is under contract to provide attorney services for the state or a state agency shall,from the inception of the contractual relationship until at least 4 years after the contract expires or terminates,maintain detailed current records,including documentation of all expenses, disbursements,charges, credits, underlying receipts and invoices, and other financial transactions that concern the provision of such attorney services. The private attorney shall make all such records available for inspection and copying upon request in accordance with Chapter 119, Florida Statutes. Revised 03/23/06 ARTICLE 6. PUBLIC RECORDS 5 All documents prepared pursuant to this agreement are subject to Florida's Public Records Law. Refusal of the CONTRACTOR to allow public access to such records as required by such law shall constitute grounds for unilateral cancellation of this AGREEMENT. ARTICLE 7. TERMINATION OF AGREEMENT (1) The term of this AGREEMENT shall commence on October 1,2022, and shall end on September 30,2023, unless earlier terminated hereunder by the AGENCY or the CONTRACTOR. The AGENCY may terminate the AGREEMENT for its convenience or cause by giving five (5) days written notice by registered mail to the CONTRACTOR, specifying the effective date of termination. The CONTRACTOR may terminate this AGTEEMENT for its convenience or cause by giving thirty (30) days written notice by registered mail to the AGENCY,specifying the effective date of termination. If this AGREEMENT is terminated,the CONTRACTOR shall be reimbursed for services satisfactorily performed subject to any damages sustained by the AGENCY. (2) If this AGREEMENT is terminated, all finished or unfinished documents, data, studies,correspondence,reports and other products prepared by or for the CONTRACTOR under this AGREEMENT shall be made available to and for the exclusive use of the AGENCY. (3) Notwithstanding the above,the CONTRACTOR shall not be relieved of liability to the AGENCY for damages sustained by the AGENCY by virtue of any Revised 03/23/06 6 termination or breach of this AGREEMENT by the CONTRACTOR. ARTICLE 8. AMENDMENTS Any changes must be mutually agreed upon and incorporated in written amendments to this AGREEMENT. ARTICLE 9. INDEPENDENT CONTRACTOR The CONTRACTOR, and any of its employees, agents,or assigns, are independent contractors and not employees or agents of the AGENCY. ARTICLE 10. LIABILITY The AGENCY shall not assume any liability for the acts, omissions to act or negligence of the CONTRACTOR, its agents, servants, and employees,nor shall the CONTRACTOR disclaim its own negligence to the AGENCY or any third party. The CONTRACTOR shall maintain, during the period of this AGREEMENT,a professional liability insurance policy for the professional services to be rendered. ARTICLE 11. NONDISCRIMINATION AND COMPLIANCE The CONTRACTOR shall comply with all federal, state and local laws and ordinances applicable to the work and shall not discriminate on the grounds of race, color,religion,sex, or national origin in the performance of work. ARTICLE 12. ADMINISTRATION OF AGREEMENT 1. The AGENCY contract administrator is Jeremy D.Johnston,P.E., M.B.A., Executive Director of the AGENCY, or his designee. 2. The CONTRACTOR contract administrator is William E. Sundstrom,P.A. Revised 03/23/06 7 3. All written and verbal approvals referenced in this AGREEMENT must be obtained from the parties' contract administrators or their designees. 4. All notices must be given to the parties' contract administrator. 5. This contract shall be governed by and construed under the laws of the State of Florida. ARTICLE 13. PUBLIC ENTITY CRIME A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity,may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work,may not submit bids on leases or real property to a public entity,may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in 287.017, Florida Statutes for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. Any contract in violation of this provision is null and void. ARTICLE 14. AGREEMENT AS INCLUDING ENTIRE AGREEMENT This instrument,including any attachments, embodies the entire AGREEMENT of the parties. There are no other provisions,terms, conditions, or obligations. This AGREEMENT supersedes all previous oral or written communications, representations or agreements on this subject. Revised 03/23/06 ARTICLE 15. SPECIAL CONDITIONS 8 (1) The CONTRACTOR agrees to permanently refrain from using or mentioning its association with the AGENCY in advertisements,letterhead, business cards, etc. The CONTRACTOR's services to the AGENCY may be generally described in the CONTRACTOR's professional resume. The CONTRACTOR may not give the impression in any manner, that the AGENCY recommends or endorses the CONTRACTOR. (2) All contacts with the news media pertaining to the subject of this AGREEMENT shall be referred to the AGENCY contract administrator. (3) Anything that is produced by or developed in connection with this contract shall remain the exclusive property of the AGENCY and may not be copyrighted, patented, or otherwise restricted as provided by law. Neither the CONTRACTOR nor any other individual employed under this AGREEMENT shall have any proprietary interest in any product(s) developed or produced under this AGREEMENT. (4) Notwithstanding anything contained herein to the contrary, this AGREEMENT shall be subject to the approval and ratification of the BOARD OF SUPERVISORS of the AGENCY, and shall be submitted for review and approval or other action to the OFFICE OF THE ATTORNEY GENERAL for the STATE OF FLORIDA. Revised 03/23/06 9 IN WITNESS WHEREOF, CLAY COUNTY UTILITY AUTHORITY, as the AGENCY, and SUNDSTROM&MINDLIN,LLP, as the CONTRACTOR, have executed this AGREEMENT to be effective as of the 1st day of October,2022. The"CONTRACTOR" The"AGENCY" S[ ST� LIN, LLP CLAY COUNTY UTILITY AUTHORITY By: Name: William E. Sundstrom,P.A. Name: Jeremy D. Johnston,P.E.,M.B.A. Title: President Title: Executive Director FEINumber: 59-2783536 APPROVED AS TO FORM AND LEGALITY By: - Name: Grady H. Williams, Jr.,LL.M. to Attorney Title: General Counsel for the AGENCY Witness Witness 61) ( ild/C Date Date Revised 03/23/06 1 OFFICE OF THE ATTORNEY GENERAL ATTACHMENT A FOR PRIVATE ATTORNEY SERVICES A. SCOPE OF SERVICES The CONTRACTOR shall: 1. Serve as Statewide Special Counsel for Regulatory Matters and for select matters of statewide litigation. 2. Review and analyze AGENCY legal files, data,documents and other materials concerning the above matter and advise on recommended legal course. Attend and participate in meetings, conference calls,inspections or the like and report on the status of the legal matters. 3. Review and analyze AGENCY legal files,data,documents and other materials concerning eminent domain matters and advise on recommended legal course. Attend and participate in meetings,conference calls,inspections or the like and report on the status of related legal matters. Handle related civil litigation and legal aspects of negotiations related thereto. 4. Prepare and file pleadings,motions, or briefs,initiate and conduct discovery, as required and represent the AGENCY in any related litigation and otherwise represent the AGENCY at trial or on appeal,as needed. 5. Represent the AGENCY on the acquisition of existing private and governmental water and/or wastewater utility systems,inclusive of planning,modeling, negotiating,drafting, investigating, financing, closing, and post-closing transition for the same. B. COMPENSATION-FEES 1. The AGENCY shall be billed in accordance with Exhibit 1. Fees shall not exceed $67,500.00 and fees in excess of such amount shall not be compensable. The CONTRACTOR shall notify the AGENCY,in writing,when fees for billable services reach$67,500.00. Said notification shall be made as soon as is practicable and prior to the next monthly invoice. Failure to comply with these provisions will result in non-payment. 2. Billable hours shall be measured in six(6) minute increments,whichever is preferable. Compensation of attorney hours will be for actual time spent providing attorney services to the AGENCY. 3. Premium rates will not be paid for overtime work. 4. Attorney time while traveling will be compensated at one hundred(100) percent of the hourly rates reflected in Exhibit 1. Form OAG-002(07/97[rev. 04/2006, effective]) 2 C. COMPENSATION-COSTS 1. Reimbursement of costs for such items as exhibits, transcripts and witness fees requires prior oral authorization by the AGENCY and shall be reimbursed based upon documented third party vendor charges. The AGENCY shall not pay for firm surcharges added to third party vendor charges. 2. Routine expenses such as local phone calls,local facsimile transmissions,routine postage, copy work,local travel expenses,printed library materials and local courier,word processing, clerical or secretarial services are overhead and will not be separately compensated. 3. Non-routine office overhead expenses such as long-distance phone calls,long distance facsimile transmissions,long distance courier services,bulk mailings, bulk third party copying, blueprints,x-rays,photographs and computer-assisted legal research services must be justified to the AGENCY and shall be reimbursed based on documented third party vendor charges. If these charges exceed$500.00,prior written approval from the AGENCY must be obtained. In-house bulk mailings and bulk copying expenses must be supported by usage logs or similar documentation. Firm surcharges are not reimbursable. 4. The CONTRACTOR shall only bill the AGENCY for a proportionate share of the cost of legal research, attending hearings or engaging in client representation of any type,which is applicable to other clients. 5. Reimbursable costs shall not exceed$5,000.00. The CONTRACTOR shall notify the AGENCY in writing when costs reach$5,000.00. Said notification shall be made as soon as is practicable and prior to the next monthly invoice. D. FORMAT FOR INVOICES 1. Within 30 days of service provision, each statement for fees and costs shall be submitted in one (1) counterpart in a format that includes,at a minimum, the following information: a. Case name and number,if applicable, or other legal matter reference b. Invoice number for the particular bill c. CONTRACTOR taxpayer identification number d. CONTRACTOR and AGENCY contract administrators' names e. Inclusive dates of the month covered by the invoice f. Itemization of the date; hours billed (if hourly); a concise, meaningful description of the services rendered,with sufficient detail to enable the AGENCY to evaluate the services rendered Form OAG-002(07/97[rev. 04/2006,effective]) 3 and costs; the person(s) who performed the services for each day during which the CONTRACTOR performed work; their hourly rate (if hourly) as specified in Exhibit 1,and any billing rate that is for some reason different from the one furnished in Exhibit 1, e.g.,travel at a reduced hourly rate. g. A listing of all invoiced costs to be accompanied by copies of actual receipts. h. The total of only the current bill. Prior balances or payment history should be shown separately,if at all. i. A certification statement, signed by the CONTRACTOR's contract administrator that reads, "I certify that all costs and fees claimed for payment are accurate and were performed in furtherance of the AGREEMENT between SUNDSTROM&MINDLIN,LLP and CLAY COUNTY UTILITY AUTHORITY." j. Any other information as may be requested by the AGENCY's contract administrator. E. ADMINISTRATION OF AGREEMENT 1. The AGENCY contract administrator is Jeremy D.Johnston,P.E.,M.B.A.,Executive Director of the Agency, or his designee. 2. The CONTRACTOR contract administrator is William E. Sundstrom,P.A. However,if multiple law firms are parties to the Contract, then the contract must address the internal system of governance amongst the firms and each law firm must identify one member of its firm who is authorized to legally bind the firm. 3. All oral approvals must be obtained from the parties' contract administrators or their designees. All notices must be given to the parties'contract administrators. 4. This contract shall be governed by and construed under the laws of Florida. F. OTHER AVAILABLE SERVICES Upon receiving approval from the AGENCY, the CONTRACTOR shall use existing AGENCY agreements,when available and cost effective, to acquire services (e.g., computer-assisted legal research) and the assistance of professionals (e.g., court reporters, expert witnesses) at reduced rates. G. PUBLIC RECORDS Upon receiving approval from the AGENCY, the CONTRACTOR shall use existing AGENCY agreements,when available and cost effective, to acquire services (e.g., computer-assisted legal research) and the assistance of professionals (e.g.,court reporters, expert witnesses) at reduced rates. H. SPECIAL CONDITIONS 1. The CONTRACTOR will make affirmative efforts to achieve cost effectiveness by Form OAG-002(07/97[rev. 04/2006,effective]) 4 consolidating court hearings,limiting travel, streamlining case processing, using printed forms,using the appropriate level of attorney or staff experience required by task,and taking other actions to improve efficiency. 2. Multiple staffing at meetings, hearings, depositions, trials, etc., by the CONTRACTOR will not be compensated without prior written approval from the AGENCY. 3. CONTRACTOR agrees that all documents shall be promptly returned at the termination of the CONTRACTOR's involvement in the case or matter at hand. 4. AGENCY in-house staff shall be used in the legal matter to the maximum extent possible. 5. The CONTRACTOR will provide immediate notice by facsimile transmission or telephone regarding significant case developments which will likely result in media inquiries. 6. The CONTRACTOR shall provide the AGENCY immediate notice of any representation undertaken by the CONTRACTOR in matters where the client is suing or being sued by the state or state entities in any civil or adversarial administrative action. 7. A contingency fee contract must be commercially reasonable. "Commercially reasonable" means the fees shall be no more than the amount permissible pursuant to Rule 4-1.5 of the rules regulating The Florida Bar and case law interpreting that rule. If the amount of the fee is in dispute, the counsel retained by the state shall participate in mandatory binding arbitration. Payment of all attorney's fees is subject to appropriation. Attorney's fees shall be forfeited if, during the pendency of the case, the counsel retained by the state takes a public position that is adverse to the state's litigation or settlement posture. 8. Each private attorney who is under contract to provide attorney services for the state or a state agency shall, from the inception of the contractual relationship until at least 4 years after the contract expires or terminates,maintain detailed current records,including documentation of all expenses, disbursements,charges, credits,underlying receipts and invoices,and other financial transactions that concern the provision of such attorney services. The private attorney shall make all such records available for inspection and copying upon request in accordance with Chapter 119, Florida Statutes. 9. The AGENCY's general counsel must approve and sign the contract as to form and legality. The Contract must be signed by the AGENCY head,who shall also maintain custody of the contract. Form OAG-002(07/97[rev. 04/2006,effective]) J EXHIBIT 1-Fee Schedule I. HOURLY BILLING SCHEDULE: A. CONTRACTOR's attorney and paralegal staff to be used under this contract include the following individuals at the hourly rates indicated: Name Position Tide Hourly Rate William E. Sundstrom, P.A. Senior Partner $300.00 Robert C. Brannan Partner $250.00 Other Associates Associates $200.00 The above rates may be adjusted if both parties agree, and shall be documented in writing by amendment to this AGREEMENT. Form OAG-002(07/97[rev.04/2006,effective])