HomeMy WebLinkAbout11.d.03 LB Approval Grady Williams Agreement FY24-25 1-,.14EY GEA,�.p OFFICE OF THE ATTORNEY GENERAL
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Tallahassee,FL 32399-1050
ASHLEY MOODY Fax(850)487-2564
ATTORNEY GENERAL http://www.myfloridalegal.com
STATE OF FLORIDA
September 9, 2024
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 August 20, 2024, request to increase and extend the Agency's existing contract with the law firm of
Grady H. Williams, Jr., LLM. Attorneys at Law, P.A., in the amount of $18,900.00, from $111,600.00 to
$130,500.00, from October 1, 2024, through September 30, 2025, 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 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, please note that Rule 2-37.030 generally limits attorney's fees to$200 per hour and
paralegal/law clerk fees to$40 per hour; however,your previously submitted Statement of Waiver authorizes
exceeding the attorney rate and the paralegal rate if you choose to proceed with the contract as requested.
The private legal services will include serving as the Agency's general counsel. The total contract amount,
including fees and costs, is limited to $130,500.00. 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 Rosanny Nunez via email,
Rosanny.Nunez@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
Chief Deputy Attorney General
JMG/rn
cc: Michael Dobson, Department of Financial Services
AG Receipt Date:
Request for Attorney General
Approval of Private Attorney Services
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 fiscaVpurchasing staff.)
3. Class/Group Number: 972- 5 0 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 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 outside General
Counsel for the Agency, which has no in-house legal staff. Routine services for this fiscal year will consist of
expanded monthly legal services budgeted for the Managing Partner of Contractor and will be covered by a
monthly retainer agreement of$10,875.00 per month, plus costs. Routine legal services will include review
regular Board of Supervisor agenda outline, handouts, minutes, attend regular and emergency meetings of
Board of Supervisors (typically twice a calendar month) and any scheduled Board public workshops, attend
annual Public Rate Hearing, attend Board of Supervisor committee meetings as needed or desired by the
Agency, attend senior management and staff debriefings and planning meetings, serve as qualifications or
selection committee participant or legal counsel, -as needed or desired, routine contract review, easement and
1
Form OAG-001 (12/93[rev. 9/2001])
2
developer agreement review, legal advice and opinions, legal memoranda and correspondence, ad hoc special
projects drafting and contract preparation, availability to Agency staff, pre-eminent domain assessments and
recommendations, routine title review, coordinate title orders if requested by Agency; non-litigation demands
and representation on general day-to-day business of the Agency related to its water, wastewater and reuse
water utility services and operations; expanded role in procurement support legal services. Litigation will be as
ordered by Agency at hourly rates provided by contractor. Routine coordination and communication with
other counsel for the Agency, such as statewide regulatory counsel, public employment law/labor law counsel,
construction law and related controversy counsel, litigation counsel, real estate/title attorney, and bond
counsel (as applicable), will be included in monthly retainer amount.
8. For trial and appellate litigation, please identify:
Style of Case: N/A Case Number: N/A
Court: Circuit and County Courts in Clay, Duval and Bradford Counties, as ordered by the Agency.
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
X Local representation necessary
X Travel, lodging and other costs associated with in-house representation not cost effective
X Other, Identify: Agency does not currently employ an in-house legal counsel.
10. Identify the proposed law firm/counsel:
Law Firm/Counsel Name: GRADY H. WILLIAMS,JR., LL.M.,ATTORNEYS AT LAW, P.A.
Address 1543 Kingsley Avenue, Building 5
City, State ZIP Orange Park, FL 32073
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 Title Hourly Rate
Grady H. Williams,Jr. Managing Partner $400.00/hr.
Renee' Scheetz Senior Paralegal $ 85.00/hr.
Staff Paralegal Paralegal $ 75.00/hr.
Form OAG-001 (12/93[rev. 9/2001])
3
12. Proposed Hourly Rate: Partner $ Estimated Hours:
Associate$ Estimated Hours:
See Paragraph 11., above. Any needed hourly billing services are undetermined at this time, but if ordered by
Agency, will be provided based on the schedule of current billing rates provided in II, above.
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.
Litigation Services, if requested by Agency, and if offered by Contractor, will be billed at an hourly rate.
14. What items, if any, will be subject to additional charges not considered in the hourly fee. See Rule 2-37.030,
FAC.
Work on Public Finance and Bond matters, exclusive of legal support on routine SRLF applications and
documentation, but including provision of Opinion of Issuing Counsel for the Agency,will be at reasonable
and customary charges for such services in the geographic area of the State of Florida as requested by the
Agency, and shall be in addition to the monthly retainer
fee.
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
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 for Expanded Monthly Legal Services as Routine Services of$10,875.00/mo.
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
Ratings and certifications (e.g., Martindale and Hubbell) X
Firm experience X
Minority counsel
Firm's physical proximity to case, agency X
Form OAG-OO1 (12/93[rev. 9/2001])
4
Firm's prior experience with agency X
Firm's prior experience with similar case or issue X
Billing methodology proposed/rate X
Other
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
SUNDSTROM & MINDLIN, LLP, of Tallahassee, FL Rates from $250.00/hr. for partners to
$300.00/hr. for name partners, plus costs
LUDWIG HULSEY, P.A. of Jacksonville, FL Rates at$265.00/hr. for partners, plus costs
BACHARA CONSTRUCTION LAW GROUP,
P.A. of Jacksonville, FL Rates from $275.00/hr. for partners to
$395.00/hr. for senior partner, plus costs
GLENN A. TAYLOR PROFESSIONAL ASSOCIATION
of Orange Park, FL Rates at$250.00/hr. for managing partner;
Fixed Fee Pricing on Real Estate Closing
Transactions and Title Support Work
Available
de la PARTE, GILBERT, McNAMARA et. al. of Tampa, FL Rates at$350.00/hr. for name partners;
$300.00/hr. for other partners; and
_ $250.00/hr. for associate attorneys
Note that the above firms are available for additional non-routine legal services to the Agency, and they may be
used on an ad hoc basis for specific matters generally related to the water, wastewater and reuse utility industry in
the State of Florida, utility acquisitions, public bond finance matters, labor and public employment law,
construction law and related controversy work, state-wide or local litigation matters, and real estate title, closing,
and transactional law services, as the case may be.
21. Will agency staff be serving as co-counsel or participating with the outside counsel beyond oversight or
coordination? NO 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
Form OAG-001 (12/93[rev.9/2001])
5
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.
X Increase in total contract amount(including fees & costs): From $111,600.00 to$130,500.00
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 10/1/23 through 9/30/24, to 10/1/24 through 9/30/25.
Revision/change in services to be provided
Other - Please explain
Justification for amendment: Coverage of fiscal year 2024/2025; regular involvement, availability, and role of
Contractor with Agency's governing board, committee structure, management, and Agency's administrative
staff on a daily basis; expanded role in procurement support legal services and pre-eminent domain
assessments and review.
23. If this request is an amendment to extend the contractperiod,please provide for the immediate prior fiscal
year only:
$ expended for fees: $111,600.00* $ expended for costs: $0
Total $ expended: $111,600.00*
*As contracted for and projecte h September 30, 2024.
III&\l, ________
2 dz.4 — ors'—Z a
Si. awnof4ii
ng O leer Date
e •m II. oh . .B.A.
Executive Director
Title of Requesting Officer
Form OAG-001 (12/93[rev.9/20011)
6
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, P.A.
______ 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.
The monthly retainer arrangement for expanded monthly legal services to the Agency allows the Agency to
foregoing employment of a full-time in-house general counsel and support legal staff and resources, resulting in
substantial annual budgetary savings estimated at$100,000 to $170,000 per fiscal year. Additional hourly charges
by the Contractor arc discretionary with the Agency and employed when the expertise and familiarity of the
Contractor with the Agency and its specialized industry, or the cost/benefit of using the Contract over another
law firm, is to the advantage of the
Agency.
\ \
H ad Sigh'?"ii
Date
Form OAG-001 (12/93[rev. 9/20011)
AGREEMENT BETWEEN CLAY COUNTY UTILITY AUTHORITY
AND
GRADY H. WILLIAMS, JR., LL.M., ATTORNEYS AT LAW, P.A.
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 GRADY H. WILLIAMS,JR., LL.M.,
ATTORNEYS AT LAW,P.A., a Florida professional association (the CONTRACTOR),
located at 1543-5 Kingsley Avenue,Orange Park, Florida 32073. This AGREEMENT
shall bind the parties upon its execution by their representatives.
WHEREAS, the CONTRACTOR will serve as outside General Counsel 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.
ARTICLE 2. SCOPE OF SERVICES
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2
The CONTRACTOR will serve as outside General Counsel for the AGENCY.
The CONTRACTOR agrees to provide routine services,covered by a monthly retainer
agreement of$10,875.00 per month, plus reimbursement of third-party costs. Routine
services for the current term will consist of regular recurring monthly legal services to
be provided by the CONTRACTOR to include review of regular Board of Supervisor
agenda outlines, handouts, minutes, attend regular and emergency meetings of Board
of Supervisors (typically twice a calendar month) and any scheduled Board public
workshops, attend annual Public Rate Hearings, attend Board of Supervisor committee
meetings as needed or desired by the AGENCY, attend senior management and staff
meetings of the AGENCY, serve as qualifications or selection committee participant, as
needed or desired by the AGENCY, to provide legal counsel, advice, and additional
recommendations based on the CONTRACTOR's experience with the AGENCY and
knowledge of the water, wastewater, and reclaimed water public utility industry,
routine contract review, easement and developer agreement review, legal advice and
opinions, legal memoranda and correspondence, ad hoc special projects drafting and
contract preparation, availability to AGENCY staff, pre-eminent domain assessments
and recommendations, routine title review,coordinate title orders if requested by the
AGENCY; non-litigation demands and representation on general day-to-day business
of the AGENCY related to its water, wastewater and reuse water utility services and
operations; expanded role in procurement support legal services. Litigation will be as
ordered by the AGENCY at hourly rates provided by the CONTRACTOR. Routine
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3
coordination and communication with other counsel for the AGENCY, such as
statewide regulatory counsel (inclusive of advisory and legal support on negotiated
utilities acquisitions and related SRLF financing for same), public employment/labor
law counsel, litigation counsel, construction law and related controversy counsel, real
estate title and transactional counsel, as applicable, real estate/title attorney, and
bond/public finance counsel, will be included in monthly retainer amount.
ARTICLE 3. TIME OF PERFORMANCE
This AGREEMENT shall begin on October 1, 2024, and end on September 30,
2025. The CONTRACTOR shall provide routine services and requested services within
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. It is further contemplated that substantially all professional
time provided under this AGREEMENT will be personally expended by GRADY H.
WILLIAMS,JR., LL.M., ATTORNEY, the Managing Attorney/Partner of the
CONTRACTOR, onsite and/or offsite, in the performance of the CONTRACTOR's
duties covered by the SCOPE OF SERVICES as set forth in ARTICLE 2., above,
supplemented by the CONTRACTOR's own supporting paralegal and legal assistants
staff. This is sought by the AGENCY to aid the continued professional development
and team building of the AGENCY's senior management leaders and managerial staff
members.
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4
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 as 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
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.
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5
(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
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
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
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6
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
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
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,
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7
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
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
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8
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.,
Executive Director of the AGENCY, or his designee.
2. The CONTRACTOR contract administrator is Grady H. Williams,Jr.
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
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9
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.
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.
(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
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10
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.
[Signatures Begin Next Page]
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11
IN WITNESS WHEREOF, CLAY COUNTY UTILITY AUTHORITY, as the
AGENCY, and GRADY H. WILLIAMS, JR., LL.M., ATTORNEYS AT LAW, P.A., as the
CONTRACTOR, have executed this AGREEMENT effective as of the 1st day of October,
2024.
The "CONTRACTOR" The "AGENCY"
GRADY H. WILLIAMS, JR., LL.M., CLAY COUNTY UTILITY AUTHORITY
ATTORNEY AT LA , P.A.
By: / , � By:
Nat e: Gr dy H. Williams, J ., LL.M. Name: Jeremy D. Johnston, P.E., M.B.A.
Title: President/Managing Attorney Title: Executive Director
FID Number: 58-249 1 1 28 APPROVED AS TO FORM AND
LEGALITY
By: �.e�7j,
Nan trad�/I-1. iilliams, Jr., LL5, - .
Attorney
Title: General Counsel for the AGENCY
Actd_o)
Witness 4F-62 . Witness
au ou Q.205 02OL q
Date Q 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 outside General Counsel for the AGENCY. The CONTRACTOR agrees to
provide routine legal services, covered by a monthly retainer agreement of$10,875.00 per month,
plus reimbursement of third-party costs. Routine legal services will include expanded onsite and/or
offsite legal services to be provided by the CONTRACTOR budgeted for professional time of
Grady H.Williams,Jr., LL.M., the Managing Attorney/Partner of the CONTRACTOR, to include
review of regular Board of Supervisor agenda outlines, handouts,minutes, attend regular and
emergency meetings of Board of Supervisors (typically twice a calendar month) and any scheduled
Board public workshops, attend annual Public Rate Hearings,attend Board of Supervisor committee
meetings as needed or desired by the AGENCY, attend senior management and staff meetings of
the AGENCY, serve as qualifications or selection committee participant or legal counsel, as needed
or desired by the AGENCY, to provide legal counsel,advice,and additional recommendations
based on the CONTRACTOR's extensive experience with the AGENCY and knowledge of the
water,wastewater, and reclaimed water public utility industry,routine contract review,easement and
developer agreement review,legal advice and opinions,legal memoranda and correspondence, ad
hoc special projects drafting and contract preparation, availability to AGENCY staff,pre-eminent
domain assessments and recommendations,routine title review, coordinate title orders if requested
by the AGENCY; non-litigation demands and representation on general day-to-day business of the
AGENCY related to its water,wastewater and reuse water utility services and operations; expanded
role in procurement support legal services. Litigation,including basic eminent domain
representations,will be as ordered by the AGENCY at hourly rates provided by the
CONTRACTOR. Routine coordination and communication with other counsel for the AGENCY,
such as such as statewide regulatory counsel (inclusive of advisory and legal support on negotiated
utilities acquisitions and related SRLF financing for same),public employment/labor law counsel,
litigation counsel, construction law and related controversy counsel, and bond counsel, real estate
title,closing, and transactional counsel,as applicable,will be included in monthly retainer amount.
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. Subject to additional order by the AGENCY and acceptance by the CONTRACTOR,above
and )beyond the CONTRACTOR'S monthly retainer payment,prepare and file -pleadings, motions,
Y � sP P P g >
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 may be additionally ordered
by the AGENCY based on the CONTRACTOR's hourly rates for its attorneys' and paralegals'
litigation and litigation supportlegal services.
Forn,OAG-002(07/97[rev. 04/2006,effective])
2
B. COMPENSATION-FEES
1. The AGENCY shall be billed in accordance with Exhibit 1. Fees shall not exceed
$130,500.00 for the described non-litigation, non-public bond or finance transaction expanding
monthly legal services (i.e., routine legal services), and related review and analysis thereof, under its
monthly retainer agreement with the CONTRACTOR, as described in II.A.,below,of Exhibit 1,
and fees in excess of such amount shall not be compensable,unless otherwise agreed to in writing
by the AGENCY and the CONTRACTOR.
2. Billable hours:
a. As set forth in II.B., below, of Exhibit 1, the CONTRACTOR's work on bond issues and
related public finance matters,including provision of Opinion of Issuing Counsel for the AGENCY,
as a condition of obtaining such public financing, and all as directed and requested by the
AGENCY,will be at reasonable and customary charges for such services in the geographic area of
the State of Florida, and shall be in addition to the monthly retainer fee.
b. Litigation and other separate billable matters not addressed above or covered by the
described monthly retainer agreement,shall be undertaken as ordered by the AGENCY,and as
accepted by the CONTRACTOR, and shall be billed by the hour,as set forth in accordance with
Exhibit 1, I., 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.,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.
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.
Form OAG-002(07/97[rev. 04/2006,effective])
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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$1,500.00 for any litigation matter. The
CONTRACTOR shall notify the AGENCY in writing when costs reach$1,500.00. Said notification
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.
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.
Form OAG-002(07/97[rev.04/2006, effective])
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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 GRADY H.WILLIAMS,JR., LL.M., ATTORNEYS
AT LAW,P.A. 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 Grady H.Williams,Jr. 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
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.
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 -
Form OAG-002(07/97[rev.04/2006, effective])
5
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.
10. The CONTRACTOR's monthly retainer arrangement with the AGENCY to provide
routine legal services to the AGENCY allows the AGENCY to forego employment of a full-time
in-house general counsel and support legal staff and resources,resulting in substantial annual
budgetary savings estimated at$100,000 to$170,000 per fiscal year to the AGENCY. Additional
work on hourly billable work by the CONTRACTOR,or on bond issues and related public finance
transactions, are to be provided by the CONTRACTOR only when requested in the discretion and
at the option with the AGENCY.
Form OAG-002(07/97[rev. 04/2006,effective])
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EXHIBIT 1 - Fee Schedule
I. I. HOURLY BILLING SCHEDULE:
A. Hourly work,including litigation matters, but excluding routine services covered by the monthly
retainer agreement compensation, set forth in II.A., below, and public finance and bond issue
representation, set forth in II.B., below,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. Grady H. Williams,Jr., Managing Attorney/Partner $400.00
2. Renee'Scheetz, Senior Paralegal $ 85.00
3. Staff Paralegal $ 75.00
The above rates may be adjusted if both parties agree, and shall be documented in writing by
amendment to this AGREEMENT.
II. ALTERNATE BILLING SCHEDULE FOR ROUTINE SERVICES AND
REPRESENTATION ON BOND ISSUES AND RELATED MATTERS:
A. CONTRACTOR shall serve in the role of outside General Counsel for the Agency,
which has no in-house legal staff. Contemplated expanded monthly legal services to be provided by
CONTRACTOR, to be primarily provided on site and off site by Grady H. Williams,Jr.,I.L.M.,
personally, the Managing Attorney of CONTRACTOR, a/k/a "routine services" or "routine legal
services",will be covered by a monthly retainer agreement of$10,875.00 per month, plus costs.
Routine services will include review regular Board of Supervisor agenda outline,handouts, minutes,
attend regular and emergency meetings of Board of Supervisors (typically twice a calendar month)
and any scheduled Board public workshops,attend annual Public Rate Hearing,attend Board of
Supervisor committee meetings as needed or desired by the AGENCY,attend senior management
and staff meetings of the AGENCY, serve as qualifications or selection committee participant or
legal counsel, as needed or desired by the AGENCY, to provide legal counsel,advice,and additional
recommendations based on the CONTRACTOR's experience with the AGENCY and knowledge
of the water,wastewater,and reclaimed water public utility industry, routine contract review,
easement and developer agreement review,legal advice and opinions,legal memoranda and
correspondence,ad hoc special projects drafting and contract preparation, availability to Agency
staff,pre-eminent domain assessments and recommendations, routine title review, coordinate title
orders if requested by Agency; non-litigation demands and representation on general day-to-day
business of the Agency related to its water,wastewater and reuse water utility services and
operations; expanded role in procurement support legal services. Litigation will be as ordered by
Agency at hourly rates provided by Contractor. Routine coordination and communication with
other counsel for the Agency, such as such as statewide regulatory counsel (inclusive of advisory and
legal support on negotiated utilities acquisitions and related SRLF financing for same),public
employment/labor law counsel,litigation counsel, construction law and related controversy counsel,
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real estate/title attorney,and bond counsel,will be included in monthly retainer amount.
B. Work on Public Finance and Bonding matters (i.e.,public finance borrowings,including
public and private bond issues,exclusive of legal support work on routine SRLF applications and
documentation), specifically including the CONTRACTOR's provision of Opinion of Issuing
Counsel for the Agency as a condition of the AGENCY obtaining such public financing,will be at
reasonable and customary charges for such services in the geographic area of the State of Florida as
requested by the Agency,and shall be in addition to the monthly retainer fee for routine matters, as
covered in II.A., above.
Form OAG-002(07/97[rev. 04/2006, effective])