HomeMy WebLinkAboutLB 3. Butler Snow Request 9.15.2023 AG Receipt Date:
Request for Attorney General
Approval of Private Attorney Services
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1. 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$5000): E or S
(This information is available from your agency fiscal/purchasing staff.)
3. Class/Group Number: 972- 1 1 0 (This number identifies the area of legal specialization being
provided for through contract. Please choose the most appropriate area from the list below.)
010 Administrative Law 240 Commercial Litigation 400 Eminent Domain Law 600 Labor Law
020 Admiralty Law 250 Communication Law 410 Employment Practices Law 605 Land Use Law
030 Agricultural Law 260 Constitutional Law 420 Entertainment Arts and 610 Marital and Family Law
040 Antitrust Law 265 Construction Law Sports 630 Patent and Trademark Law
060 Aviation Law 270 Consumer Law Law 700 Real Estate Law
100 Bankruptcy Law Z80 Contract Law 430 Environmental Law 710 Securities Law
110 Bond Law 285 Copyright Law 440 Estate Planning and Probate 720 Sunshine/Public Records Law
200 Civ11 Appellate Practice 290 Corporate Law 500 General Counsel 800 Tax Law
210 Civil Rights Law 300 Corrections/Parole Law 510 Health Law 850 Utilities Law
220 Civil Trial Practice 320 Criminal Appellate 530 Immigration Law 900 Workers'Compensation Law
to 230 Collections Law Practice 535 International Law
330 Criminal Trial Practice 540 Juvenile/Dependency Law
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as
to
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E 4. Type of Request(If this is an original request,please answer only through question #21; if this is a
contract amendment,please answer all questions as appropriate):
ce Original Contract Contract Amendment X
5. If this is an original request, please provide the estimated total contract amount:
Fees$ 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 shall serve as
bond and public finance counsel for AGENCY for FY 2023-2024.for purposes of miscellaneous public
finance legal assignments.to be provided on an hourly basis. Note: No public finance transaction
such as a bond issue or the equivalent is currently contemplated for FY 2023-2024. If that changes,a
First Amendment to the CONTRACTOR's private Attorney Services Contract shall be prepared and
submitted with respect to a request for authorization by the OGA of the additional fees and
reimbursable costs anticipated with respect to any such expanded representation.
8. For trial and appellate litigation,please identify:
1
Form OAG-001 (12/93[rev. 9/2001])
2
Style of Case: N/A Case Number: N/A
Court: N/A
9. Identify the reason outside counsel is needed as opposed to utilizing in-house attorney services:
X Necessary legal expertise not available on staff
Time commitments exceed in-house staff resources
Conflict of interest
Local representation necessary
Travel,lodging and other costs associated with in-house representation not cost effective
X , Other, Identify: Lisp f qualified outside bond counsel is required for terms of this separate
representation.
10. Identify the proposed law firm/counsel:
Law Firm/Counsel Name: Butler Snow LLP
Address 6022 San Jose Boulevard,Suite 100
City,State ZIP Jacksonville, FL 32217
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 Ti to .Hourly Rate
Emily F. Magee Partner $300.00/hr.
Rene Moore Tax Partner $300.00/hr.
Bailey Williams Associate $200.00/hr.
Amber Ware Paralegal $150.00/hr.
12. Proposed Hourly Rate: Partner $_ Estimated Hours:
Associate$_ Estimated Hours:
SeeParaaraph 11..above. Estimated Hours are a known 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.
Any additional public finance legal representation outside of public fti'1'nce tax-exempt revenue note
Br bond issue(s).if requested by Agency.and_if offered by Contractor.will be bille. at an h;urly rate.
14.What items,if any,will be subject to additional charges not considered in the hourly fee. See Rule 2-
37.030,FAC.
Fo►m OAC-aa1 (1219J[rev.9120e111
3
Work on Public Finance and Bond matters,exclusive of legal support on routine SRLF applications
and documentation.but including provision of Opinion of Bond Counsel for the Agency,will be at
reasonable and customary charges for such services in the goo,raphic area of the State of Florida as
requested by the
Agency.
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
16. Is a waiver to the established fee schedule required? X Yes _ No
lfyes,please complete Attachment 1,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
Other
18.Services to be Performed in: Clay, Duval and Bradford Counties
(County)
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
to Ratings and certifications (e.g., Martindale and Hubbell) X
Firm experience X_Note: Lead Counsel, Emily F. Magee,is a very experienced bond counsel.and has
previously served as bond counsel to AGENCY while with another law firm provider to AGENCY.She
also served as lead counsel for a tax-exempt revenue note issue for the AGENCY in FY 2022/2023,
which was successfully handled and promptly concluded.along with a needed follow up amendment
to AGENCY's current Bond Resolution.
Minority counsel
Firm's physical proximity to case,agency X
Firm's prior experience with agency X,(Note: Lead Counsel,Emily F�Magee. is a very experienced
bond counsel armed has nreviously_served as bond counsel to AGENCY while with another law firm
provider to AGENCY.
Firm's prior experience with similar case or issue X (Note: Lead Counsel, Emily F.Magee.is a very
experienced bond counsel.and has previously served as bond counsel to AGENCY while with another
law firm provider to AGENCY.She also served as lead counsel for a tax-exempt revenue note issue for
the AGENCY in FY 2022/2023.which was successfully handled and promptly concluded,along with a
needed follow_up amendment to AGENCY's current Bond Resolution..
Billing methodology proposed/rate X
Other
Form OAG-001(12/99[rep.9/2001])
4
20. Indicate the names of those attorney(s)/firm(s) contacted in addition to the one proposed and their
quoted fees.
Firm Name Quoted Fee
Not applicable -Emily F, Magee, now with Butler Snow I.I.P, is Agency's regular bond
counsel
21.Will agency staff be serving as co-counsel or participating with the outside counsel beyond oversight
or
coordination?_ND 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 ,describe
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 S
- Increase in hourly rate: From$_ hourly to $ hourly
to _ Increase in allowance for expenditures over and above hourly rate: From $_ to$
X_ Extension of contract period: From 6/15/2023 through 9/30/2023,to 10/1/2023 through
9/30/2024.
X Revision/change in services to be provided
- Other_Please explain Justification for amendment: Needed specialized legal expertise notin haute
23. If this request is arLamendment to extend the contract period,please provide for the immediate prior
fiscal year only:
$expended for fees: $mOOO OO $expended for costs: $0.00*.
Total$expended: $6O,000,00*
Based an current available information provided byAGENGY's aeeounts payable depar' ment Up to
$2,S18 00 in e: ' or: -; or':-d by prior OGA authorization letter
Si �e o ' `''sting S ffices Date -a' 2-3 -°1" I s"
Je . �,. �. Isli�sts-. . .. M.R.A.
Executive Director
Title of Reguestjng Ofl er
Foy OAC-nag /ro.W/3MMM!)
5
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: GRADY H. WILLIAMS.JR., LL.M.,ATTORNEYS AT LAW. PEA,
X 1. The Agency is unable to obtain adequate legal representation within the confines of the
standard fee schedule.
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.
The lead counsel for CONTRACTOR. Emily F. Magee. Esquire,has extensive experience in assisting the
to AGENCY with its tax-exempt bond and related tax-exempt financing transactional work and planning. and
with the AGENCY's bond resolution. and often provides services ancillary to such legal representation,
including coordination of financing design and recommendations with the Agency's financial staff and
third-party financial consultants. Access to CONTRACTOR is needed for FY 2023/2024 for present and
future capital and financial planning purposes.
4110
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Agedi d Si: ` Date
Form OAG-oat (12/93[rev. 9/2001])
1
AGREEMENT BETWEEN CLAY COUNTY UTILITY AUTHORITY
AND
BUTLER SNOW LLP
This AGREEMENT is entered into in Middleburg, Clay County, Florida, by and
between the CLAY COUNTY UTILITY AUTHORITY (the AGENCY), an independent
special district of THE STATE OF FLORIDA, with headquarters located at 3176 Old
Jennings Road, Middleburg, Florida 32068, and BUTLER SNOW LLP (the
CONTRACTOR), located at 6022 San Jose Boulevard,Suite 100,Jacksonville, FL 32217.
This AGREEMENT shall bind the parties upon its execution by their representatives.
WHEREAS, CONTRACTOR will serve as outside public bond finance and
securities counsel for the AGENCY.
to
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
CONTRACTOR shall serve as public finance legal counsel for AGENCY to
advise AGENCY on miscellaneous public finance legal matters for FY 2023/2024, on an
hourly basis as ordered by AGENCY and accepted by CONTRACTOR. (Note: No tax-
exempt bond issue or equivalent transaction is contemplated for AGENCY FOR FY
2022/2023, and any such transaction would require an amendment to this
AGREEMENT.)
ARTICLE 3. TIME OF PERFORMANCE
This AGREEMENT shall begin on October 1,2023, and end on September 30,
2024. The CONTRACTOR shall provide routine services and requested services within
to
the CONTRACTOR's practice areas within a reasonable time of each such request,and
for reoccurring events,either at the scheduled time of the event, such as attendance at a
Board of Supervisors meeting, or within a reasonable time thereafter, as the context and
circumstances may require.
ARTICLE 4. CONSIDERATION
(1) Fees and costs shall be paid in accordance with the provisions of
ATTACHMENT A FOR PRIVATE 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
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3
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
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
to §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
State of Florida's (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
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4
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.
(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
to with the requirements of ATTACHMENT A FOR PRIVATE 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. The
AGENCY's contract administrator for this AGREEMENT, or his/her designee, shall
review and approve all invoices. In addition, all invoices and all warrants for payment
to the CONTRACTOR shall be submitted to the Board of Supervisors for the AGENCY
for approval or for ratification, as the case may be.
(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
Revised 03/23/06
5
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.
ARTICLE 6. PUBLIC RECORDS
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
to
this AGREEMENT.
ARTICLE 7. TERMINATION OF AGREEMENT
(1) 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. 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.
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6
(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
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
to 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 Jeremy D.Johnston, P.E., M.B.A.,
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7
Executive Director of the AGENCY, or his designee.
2. The CONTRACTOR contract administrator is Emily F. Magee, Phone: (904)
539-9012, Email: emily.magee@butlersnow.com.
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
to 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
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8
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.
ARTICLE 15. SPECIAL CONDITIONS
(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.
to (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) This AGREEMENT shall be subject to the approval or ratification of the
BOARD OF SUPERVISORS of the CLAY COUNTY UTILITY AUTHORITY, and shall be
further submitted for approval or other appropriate action by 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 BUTLER SNOW LLP,as the CONTRACTOR,have executed this
AGREEMENT on the dates set forth below, to be effective as October 1,2023.
The"CONTRACTOR" The"AGENCY"
BUTLER SNOW LLP CLAY COUNTY UTILITY AUTHORITY
By. By:
Name: Emfly . Mage Name: Jeremy D.Johnston.P.E., M.B.A.
Title: Part Title: Executive Director
FID Number: 64-0331849 APPROVED O FORM A D
LEGALIT
By:
Name: radv . Williams.Jr.,LL .
to Attorney
Title: General Counsel for the AGENCY
(4163a_ ,91,(9041
ess Witness
Ct 2oz3
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. Review and analyze AGENCY legal files, data,documents and other materials concerning
public finance legal matters and advise on recommended legal course. Attend and participate in
meetings,conference calls,inspections or the like and report on the status of any such assigned
public finance legal matters.
3. Subject to additional order by the AGENCY and acceptance by the CONTRACTOR,
provide representation on an hourly basis on other public finance matters affecting AGENCY.
B. COMPENSATION-FEES
1. The AGENCY shall be billed in accordance with Exhibit 1. Fees shall not exceed $12,500
for the CONTRACTOR's services,and fees in excess of such amount shall not be compensable,
unless otherwise agreed to in writing by the AGENCY and the CONTRACTOR.
to
2. Billable hours:
a. Assigned legal projects undertaken as ordered by the AGENCY, and as accepted by the
CONTRACTOR, shall be billed by the hour, as set forth in accordance with Exhibit 1, I.A., below.
Billable hours shall be measured in six (6) minute increments. 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 on litigation and other separately billable matters not addressed
above or covered by the described monthly retainer amount will be compensated at 100%percent
of the hourly rates reflected in Exhibit 1., I.A.,below. To the greatest extent practical, travel time
shall be incurred in the presence of employees,agents and consultants of the AGENCY, for
preparation,organization,planning and analysis purposes with respect to the matter being handled
on behalf of the AGENCY.
C. COMPENSATION-COSTS
1. On litigation matters, 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 the CONTRACTOR's
firm surcharges added to third party vendor charges.
Form OAG-002(07/97[rev.04/2006,effective])
2
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 per month, or such lower amount as may be specified in writing by the
contract administrator for the AGENCY from time to time, then 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. The CONTRACTOR's 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$2,500.00 for any litigation matter. The
CONTRACTOR shall notify the AGENCY in writing when costs reach$2,500.00. Said notification
to shall be made as soon as is practicable and prior to the next monthly invoice,or by a separate
invoice for reimbursement,clearly identified as such.
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
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.
Form OAG-002(07/97[rev. 04/2006,effective])
3
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 BUTLER SNOW 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 Emily F. Magee. 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.
to
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
All documents prepared pursuant to the 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.
H. SPECIAL CONDITIONS
1. The CONTRACTOR will make affirmative efforts to achieve cost effectiveness by
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.
Form OAG-002(07/97[rev. 04/2006, effective])
4
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
to 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-001(07/97[rev. 04/2006,effective])
5
EXHIBIT 1 - Fee Schedule
I. HOURLY BILLING SCHEDULE:
A. Any work will be provided on an hourly basis as requested by AGENCY, and as accepted by the
CONTRACTOR. CONTRACTOR's attorney and paralegal staff to be used under this contract
include the following individuals at the hourly rates indicated:
NAME Hourly Rate
1. Emily F. Magee, Partner $300.00
2. Rene Moore,Tax Partner $300.00
3. Bailey Williams, Associate $200.00
4. Amber Ware,Paralegal $150.00
The above rates may be adjusted if both parties agree,and shall be documented in writing by
amendment to this AGREEMENT.
to
Form OAG-002(07/97[rev.04/2006,effective])