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Item P06 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: 05/18/2005 Bulk Item: Yes No ~ Division: BOCC Department: DISTRICT FIVE Staff Contact Person: Donna Hanson AGENDA ITEM WORDING: Approval to hire the Seibert Law Firm of Tallahassee, FL to represent Monroe County at the state and local level to further the ability of the county to create workforce housing units. ITEM BACKGROUND: It is anticipated that the rule challenge will soon be determined. It is critical to have methods to create workforce housing in place when this ruling comes down from Tallahassee. The Seibert Law Firm will provide community consensus and governmental concurrence on workforce housing in Monroe County. As this is a regional issue, all parties in Monroe County need to be involved. PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: STAFF RECOMMENDATIONS: TOTAL COST: unknown at this time BUDGETED: Yes No COST TO COUNTY: SOURCE OF FUNDS: REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year APPROVED BY: County Atty _ UMBlPurchasing _ Risk Management_ DIVISION DIRECTOR APPROVAL: /}:~~~.; E~~~S~~'~ DOCUMENT A TION: I neluded X Not Required_ DISPOSITION: AGENDA ITEM # Y...i~~'! ~ :-.. :.; I ~ .,.; ..;:. :.::.: ~ 9 :5 ;"::~u~\J I N::.:3 R .A_~:. c:~: : v:.: ? ~~ :;:5e2~ - ......." ~ :'. ..... v.... B~t M~er Olive PA, FAX t RECE\VED ---< NAY' 0 2t)li ;.-----01 0-" COMMISSIONER '.:;\ MURAA'tt.NB.SON V&" ~ II TO: Co:o:unissioner Murray Nelson PHONE It: 305~852.7175 FAX #: 305--552.7162 FROM: Robert C. RE:id/Steve Seibert DATE: May 10,2005 Number of Pages (induding cover): 23 CLIENT #: 3832.00 RE: Monroe County, Florida (Workfo!'Ce Housing Advocate) Comments Message: Please see aHaLhed.letter, resumes And sample Retainer Agreement for your review. Thank you. 201 South MonI'Ot Street. Suite 500 . Tlillahassee. Florid<!. 32301 .850-22.2-8611 . Fax: 850..222..-8%9 . wWW,\:'>mo10lw,corn TALLAHASSEE. TAMPA. ORlANDO. MIAMI. ATLANTA. TACKSONVILLE ~ '<'"SEl~ c~,:F-!ff ,J '=', To: COmmissioner Murr' , ; .\[onroe (' ay ?\elson -. . -aUnty, FlOrida )O() n'hJtehead S Kev r ..' treet . . \\ est, Flonda .13040 Dear Cammi",. ". ~:::.lOner l\elson , It \Vas . ~. , my .'>mcere pleasure to meet " , . . chalJenges Monroe Countv f:a . \.\ llh ?'OU m J aIlahassee and di -, ., h C- '. . ces m ProvJd' k ~cuss t e many OllUTIlSSlOn has made this is~ue '. mg War force housinQ. The C . committed to the effort :::. a pnonty for a long rime, and v;u 1m ounty . . . 0\\ ill} heart ]S It appears you are seeking a Workforce housin " , . ." ~e\clop ~ comprehensive strategy to address ~lisa~~~~cate, . One who can help the COUnty turther thIS effort at all levels of government. As wef 1~,Ult :~sue, ~d who can e~feetivcJ,y require many professional skl')i ~et~ c . 1 d]sclls:::.cd, th1s advocacy wl11 ' " .:-, .), enam y more than a v l1ghr of the needs of the Countv and SCope of the t k t' ~- one perSOn can provide. In . . ' as s acmg the Coum .. . . comprehenSl\'~ strategy to address \vorkforce housing and all relat~d . ~ ) m cIr~atmg a suggest that ..t h" . bSues. strongl) a eam approac ' WllJ be critical to the County's SUccess. ' .Accordingly, I ha\'e dis~ussed this matter with my good and talented friend, Cari Roth; you may' remember Can as the Depanmem of Community Affairs (DCA) General Counsel during the time I was Secretary. She later became Assistant Secretarv after mv departure. Cari j s a superb la w)rer and ares pe cted 10 lib yist .., and she a! read v -has a - detailed knowledge of the many Jaws relating to the Keys. Cari has joined th~ Bn'ant. \Iiller and Oli\'e la\v finn (Bl\10), and her partner, Bob Reid, is an affordable ho~sing specialist and an expert in public finance matters, B),fO already represents several local govenmlents in the Keys and has an excellent reputation. I believe that a team comprised of Bob Reid, Cari Roth and Steve Seibert encompasses the distinct group of experiences and skills this effc1l1 will require to be successful. I have anached a sample "Special Counsel Retainer Agreement" which pro\'ides for the joint engaaement of both The Seibert Law Firm and BMO to be the County's team to facilitate _. b the successful development of a workforce housing vision for the COUnty and to assist in its implementation. I would he pleased to serve as the Primary Contact for the Team and would call on my colleagues and T earn Members at BlvIO for their extensive expertise. I have also attached copies of our resumes for your review. Conunissioner Murray Nelson \'1ay 9, 200S Page 2 \Ve believc therc are several inter-related initiatives the Commission should consider. I ike a Chinese menu, vve could develop a work order for each one and you could choose \yhich ane(s) to proceed with. \Ve suggest the follO\ving: ]. The \lanroe County Commission hire us initially to help the County' identify potential panners in this effort and to develop a strategy to build a coalition of interested groups to help create a community vision and provide financial support for this process. We might also seek private foundation support for developing a multi-jurisdictional approach to support affordable housing. 2. \\ie should collect and organize existing data; all affordable housing eftorts and reports completed to date, a list of available land, a list of appropriately land-used and zoned land, a list of citizens \vho have already sho1ATI interest in this issue, and so fanh. Staffprobahly has most of this information already'. 3. \Ve should hold a series of public meetings to assess the extent of the crisis and the public appetite to truly address this issue. You don't want to be a year dO\m the road, having expended much time and money, and find the citizel1f)' is not supportive of your effons. r ha\-'e significant experience in "convening" public meetings and my colleagues and the members of the team have worked on many community visioning eftorts. 4. Because many citizen::; cannot attend public meetings, or arc hesitant to speak up in public, we suggest estahlishing an interactive web~sile, A method for meaningful, .web- based communication ("digital" citizen input if you will) is critical to understandi ng what the people really think. 5. We need to provide some oflhe nevv ideas about \vorkforce housing being developed across the country... there are some "best practices" upon \-vhich we can rely and there is no reason to reinvent the wheel. 6. \Ve need to help you determine which statutes, and which ordinances need to be adopted, or modified. Cari and Boh are skilled in this regard, and can both draft and explain the details of such documents. 7. \Vc may need to advocate these i~sues at the highest levels of state government, including the Governor's office, the Legislature, the Florida Cabinet, and the appropriate state agencies. 8. Finally, 'lye need to provide imaginative funding strategies and recommend \vhich financial tools are best suited to the conummity's needs. Our team can do all of this. We ha\-'e proposed a contract which sets forth being paid by either ,m hourly fee basis or on a per Work Order predetermined amount basis, whichever Commissioner Murray Nelson May 9, 2005 Page J hest suits the needs and desires of the County and the subject of each Work Order; if you ha\'e other preferred methods, we will certainly consider them. We believe, and clearly recommend, that a predctennined amount for each discrete task undertaken by the team is the better approach; it gives you certainty about how much you will pay and it allows us to team up on certain projects \vithout \vorrying about our combined hourly fees. Not knowing yom thoughts on this subject, we have not proposed what the predetermined amomlts for each project should be, \Ve await your thoughts and comments, Frankly, r expect the tasks will change over time, because the obstacles or needs may change. In essence, however, we consider our role to be that of a panner \vith the govenuncnt, and citizens of :Vlonroe Cowlty to help address this most significant community challenge. Please feel free to call me if you have any questions, and thank you again for the opportunity to propose the use of our services in this mm . te en:'vI. Seibert The . ert Law Fiml 201 South Monroe Street Suite 500 Tallahassee, Florida 3230] LA\V F RM ~r.~ ;:)n.~e-r.:~1 tr ;"~~d .J-:.~ M.jtler~ 2964 Wellington Circle, Suite 1 Tallahassee, FL 32309 Phone: 850.222.9022 E-Mail: steve@seibertlaw.com STEVEN M. SEIBERT EDUCATION i9?7 The George Washington UnivGfsity, SA i,1 Phiiosophy/ir;ternatione.! A:fai,s; 2\liarded Phi Bela Kappa 192D U"iversity of Flor:oa, Juris Doctor PROFESSIONAL EXPERIENCE 2D03-present Founder, The Seibert Law Firm . 999 - 2003 Secreta ry, T:1 e Florida Departm en t of Comin u n i:y Altai rs: Appointed by Governor Jeb Bush, confirmed by the Florida Senate: Served on: F:orida Housing Finance Corporation Board oj Directors Florida COrTIllunilies Trust Goverr.ing Board (Chai,) INeklva Basin Area Task Force (Chair) Gave mo r' s G ro\Nth M anagem ent Study Corr,m :ss i on Renal Lands Stewardship Council Land .ll..cquisilion and Res;aration Cauna', ;992,1999 Commissioner, Pineilas County Board of County Commissiorers (Chair 1995, 1999:1 Served on: Pinellas County Metropolitar; P:anning Organization (Cr:a~r) Agency on Bay Ma;1agement (Chair) Tampa Bay R,egional Planning COLineil (Chain Tampa Bay Naliona: Estuary Program (Board of Directors) Tampa Bay V'J aler ~Board of Directors) ~986.1991 1982 - 1986 1 931 - . 982 Pa~T1er, Law Firm of Johnson, BlakeljI, Pope, Bokor, Ruppe! & Burns Senior Assistant County Attomey, Pinellas County AssoGiats, Lavl Fir~ of Koronas, Downey, Glenn & r.erse'""'l ADDITIONAL 8T A TEWI DE LEADERSHIP ROLES Member, Florida Council of 100 Board of Directors, Florida Association of Counties Iv1ember, Florida Cr.amber oj Commerce Water Task raree ,\'1ember, Governor's Task Force on Land Use and WaterJlan'ling Co-chairma'1, Florida Association of Counties Select Committee on V'jeter Policy r'.'1ember, Leadership Florida (Class XIII, 1995} beard of Jirectors, Federal Alliance for Safe Homes ~..1ember, Jrban Land Ir.stitute; Florioa COTMiitee (or Reg;on81 Coopera:;cr AI'VARDS, CERTIFICATIONS, RATINGS, ETC. D:stifiguished Service A'Nard; State of Fiorida Aware of Disti:v:ticn; Florida Chamber of Commerce Exc e II ence in \1 ad i ation P.w.s.rd; Fiorida Con f I i ot R as 01 uti O:l Go ns 0 r:i J'T Certified Federai and Cir::uit Civil Mediator A V Legal Rating " L CARI L. ROTH PROFESSIONAL EXPERIENCE Bryant l\-liller & Olive, P. A. 201 South i'vlonroe Street, Suite 500 Tallahassee, Florida 850/222-8611; croth@bmolaw.com Shareholder in 5 city, 21 attomey finn specializing in a legal and legisl<lti\'C" practice focused on land use, environmental, growth tnClnZlgcment and infrastructure issues, intergovernmental relalion::;, and state and local government finance. December 2003 Florida Department of Community Affairs Tallahassee, Florida Assistant Secretary' Principal administrative officer of 425 employee state agency. .'\dvised agency head, coordinated with other members of administration and lobbied legislature on legislative growth management and proposed merger issues. Headed the Department's planning effort in advance of proposed merger. Directed budgetary, financial, human relations, communications, legal and legislative personnel and division directors. :Ylarch 2003- July 2003 Florida Department of Community Affairs Tallahassee, Florida General Counsel Directed legal office 0 f state agency with responsibility over growtll management, emergency management, and COmmUlllty housing and development. Served as interim director of the Division of Community Planning from July 20G1-December 2001 \vhile continuing to sen'e as General Counsel. Advised agency head and administration on grO\vth management issues and served as principal legislative representatlve for the Departmem Oll these issues, Assisted head of agency 011 other policy and administrative isslle~. Frequently represented Department in speaking opPOi1lmities to varions inter,:-sl groups as well as professional education seminars. July 1999- .\1arch 2003 Cari L Roth- Resume Page 2 of4 Le\yis, Longman & Walker, P.A. Tallahassee, Florida Founding shareholder of 3 city, 18 altomey firm specializing in govemmen! affairs and envirOlIDlcntal and land use 1 a\v. Approximately' 60% of my practice was comprised of legislative affairs. Legal practicc was focused on Florida administrative law with an emphasIs on land use la\\', representing both private developers and local govemments. July 1994 - June 1999 Representative Clients: Legislative - BellSouih Mobility, Florida Association 0 f Special Di stricts, Florida .\1 osq ui to Control Association, Florida Occupational Therapy Association, Florida Psychological Assoclation, .\litigation Solutions, Florida \Vater Quality Association, GA TX Terminals Corporation Legal - Monroe County School Board, Leon Count)', Cap Star Hotels, !\1".rina Jack, Cold Springs Improvement District, CI)'stal Lake Joint Ventme, Innovation Park, Florida Association of Safety Counci Is Messer, Vickers, Caparello, ,\ladsen, Lewis, Goldman & :\'Ictz, P.A. Tallahassee, Florida Shareholder in Tallahassee office of finn specializing in govemment affmrs and administrative law, October] 983 - June 1994 (Panner since January 1987) PROFESSIONAL ORGANIZATIONS AND HOi\'ORS Rated "A V" by Martindale-Hubbell Leadership Florida Graduate, 2002 l'vlember, Second Judicial Circuit Professionalism Committee, 2003 Florida Bar Association, City, County and Local Govenunent Section; Executive Council, 1997 - present; Chain11an Legislative CommIttee 1995- 1997. Florida Bar Association, Environmental Land Cse Law Section: Execut;ve Council member 1987-1995; Editor, Section Reporter, 1986-1988; Chairman Legislative Committee 1990-1995. A.merican Bar Association, member State and Local Goyemmcnt Section, :\'atural Resources Committee Cari L. Roth - Resume Page 3 of 4 Tallahassee Women La\vyers Capita! Women's Network Leadership Tallahassee Alumni Association PCBLICATIONS (Selected) 2002 Reforms to Grmvth lvlanagemem, Florida Bar Joumal, \Vll!J Laura J. Feagan, July 2002. Special Tax Districts, Environmental and Land use Law, with Terry E. Lewis, Robert ?vl RllOdes and Victoria Weber. The Florida Bar, 1987 (wi ib biennial updates). Contract Zoning and Conditional Zoning, Environmental and Land Use Law, The Florida Bar, 1999. Department of Communi!.v Affairs Update, paper delivered to the August 1999, 2000, 2001, 2002, meetings of the Envirotunelllal and Land use La\v Section, The Florida Bar. Local Government Comprehensive Planning, paper del i vered to the A llgust 1990 and 1994 meetings of the Environmental and Land CSt Law Section, The Florida Bar. Impact Fees ill Florida, paper delivered to the :via}' and October, 1990 Shon Course Seminars sponsored by the Florida chamber of Commerce. EDUCATION Legal Florida State l;niversity College of Law Juris Doctor received I\-1ay 1983, Honors & Activities President, Student Bar Association, 19S2 Student Member, Faculty Appointments Committee. 1981 & 1982 Finalist, \loot Court CompetitIon, 1981 Li ndergraduate Florida Slate Cniversity BS received June 1979 Major - Govcmment; .\1inur .. English Honors & Activities Graduated Cum Laude; Dean's List Attended Overseas Program in Florence, l1aly, 1979 Florida State Uni vcrsity Swim Team, 197 5 Cari L Roth - Resume Page 4 of 4 COMMU:\'ITY ACTIVITIES Refuge House Capital Fundraising Committee, 1999 Leadership Tallahassee Alumni, 1 986-prescnl, Board member 1994-1997 United Way of the Big Bend, BOJ.rd lvlember, 1987-1991 Florida Legal Services, Board :tvlember, 1988-1993 Florida Bar Foundation, Member, Legal Assistance to the Poor Committee, 1990-1993 Tallahassee Bar Association Legal Aid Foundation, Bourd Member, 198;,.S8 City of Tallahassee, Concun.ency Revie\v Committee City! of Tallahassee, Development Process Review Committee NA~H.: Robert C. Reid, Shareholder EDCCA nON. Memphis Slate University, (B.A, Psy'Chology, 1973) Memphis State College of Law (Juris Doctor, 1976) University of Horida College of La\\' (198.'3) Master of 1.a\\'s in Taxation (LLM) PROFESSION: Attorney <It La\v. Engaged in the private practice of 1ah' in the firm of Bryant iv1iller &: Olive P.A., Tallahassee, Florida, '\larch, 1989 to Present Admitted to The Florida Bar in 1989. (Fl Bar No. S32790) Rated: "av" by Martindale-Hubbell PROFESSIONAL HISTORY: Baker, \Vorthington, Crossley, Stansberry & Wolff, Nashville, Tennessec' Senior Associate (Senior Tax Attorncv) JW1C L 1985 to February 2.';, 1989 Conoon & Black Benefits, Ine. l'ashville, Tennessee Vice President; Associate Corporate Counsel; Director Tax Clnd FstClte Planning Department December, 1977 to July', 1984 Private La\v Practice: Full practice, July, 1977 to December, 1977; limileJ practice, December 1977 ~o July, 1984 Practice Concentration: EITlphasis on closely held businesses, professional corporations, individual lax planning: wills and trusts. Tennessee Association of Legal Services/LegJl Aid Projects: J lily. 1976 to June, 1977 Statewide Coordinator MUNICIPAL BO:"rD LAW EXPERIENCE: For the past 24 years \1r. Reid's practice has been concentrated in financial transactions and tax planning. Since 1985, his concentration in tax-exempt and taxable financings has increased until he exclusively devotes his entire practice to this area. He has served 215 issuer's counseL bond cow1sd, special tax counseL underwriter's counsel 2lnd developer's tax cOtUlsel in numerous tax-exempt and taxabl.e bond project financings for multifamily and single family housing, retirement centers, educational, hotels and convention facilities, manufacturing facilities. professional sports iClcilities, and numerous governmental projects. hIt. Reid is leCld cowlsel for the FinCl for several governmental clients, such as thr Key' West and \[onrol' COWL!!' Housing Authorities, the Cities of CleaT\\-ater, PClllbroke Pines, '\orth lauderdale, Coral Springs and Lighthouse Point, and for indian lZi\'e~ County and serves as tax counsel for many of the Firms clie!'.ts, ~vlr. Reid is one of the leading Florida" ttomeys in affordable housing and represents most of the local county housing finance authorities and public housing authorities. ;",1r. Reid has also served il5 bond counsel Md tax counsel to the Florida Housing finance Corporation. !\fr. Reid is the co- chair of the Firm's affordable housing prilchce group. ?vlr. Reid has worked with local housing authorities such ilS tlw Housing Authorities of the Cities or Delarld, Key \-Vest. Ft. \lyer5, Punta Cord)" St. Petersburg, Tampa and \-Vinter Haven, and the Housing Authorities of Hernando arld :-.Ionroe Counties on several il(fordable housing issues, The issues have involved direct financing of housing bcilities to be owned ,mn operated by the authorities or their related 501(c)(3) entities. using tilX exempt debt issued by the housing authurities, \.~'ith some of the issues involving tax credits obtained directly [yom the Department of Trc,lslHV On behali of the Hernarldo County HOllsing Aulhori!!', !\lr Reid successfully validated the ability of a housing authority to act ZlS a conduit issuer to finance affordable housing that is to be oW1l(~d and opera:ed by entities oilier thM the housing authority, In some cases, such as with the Key West and Monroe COlmty Housing Authorities, these iiIlZULClllgS involved assembling a consortium of local b,mks to provide the financing and a SAIL loan from Floridill'Iousing, while otlwrs involved VClrlOUS credit enhancement techniques provided by HeD and other financial institution:,;, such as yvith the Winter Hilven Housing Authority, }"fT, Reid is C'.1frenlly working \\.ith the pWlta Garda Housing Authority <IS bond counsel (LllC. private de':elopers to finance replacement public housing units, al1 of wllich were destroyed by Hurricane Charlie in August 2U04. In addition to these some\vhat classic modes of financing projects, My. Eeid has worked with local housing authorities such as the Tampa Housing Authority, in implementing energy' savings contracts to achieve modernization of housing units using projected savings llL energy costs derived from replacing outdated equipment with nevv' energy efficient equipment and two HOPE \/1 projects. \Vith the Key \,\'est Housing; Authority, \ve were able to obtain a $16,OOO,UOO HlJD Section lOR JmUl, backed by a pledge of the State's CDBG fuhtre grant fWlds to enable the housing authority to acquire surplus :'-Javy housing and reno'.'ate it for affordable housing. SPEAKING ENGAGEMENTS: Panelist 1997, 1998,2000 and 2001, Bond Attomey's V'':orkshop sponsored by National Association of Gond Lawyers on the subject of "Singic F,nnily ;vlortgage Revenue Bonds", "\lultifarnily Housing", "Rehmdings ;'lnJ Reissuance"' . Plil3UCA TIONS: "Family-O\vned Businesses and the Carryover Basis Rules", CLC Journal.. Januarv, 1979 "Tax Strategy for the Small Businessman", l\d vantage :vlaguzine, JWlC, 198 1 "United Stutes Tax Implications of International Interest Rate Swaps (C S Dollar Denominated Agreements)", Cniversity of rlorida Law Review, Vol. 17, No.3, Tax 1985 SPFCIAL COul\SEL RETAli\ER AGREEJ\1ENT behveen ~ll1:\RDE COCI\Ti' FLORIDA and OTHER PARTICIPATING GOVEl?"\J,\1ENTAL EI\TlTIES And THE SEIBERT LAW FlR..\.1 and BRYANT !\1ILLER & OLIVE P.A. -.------ --_._-~- Dated :;VIal' 18, 200S SPECIAL COUNSEl. REfAINER AGREEMENT This Special Counsel Retainer Agreement is entered into between the Board of Cmmty Commissioners (the "County Commission") of j\lomoe County, Florida (the "County") and other participating governmental units located in the County which elect to participate in this Agreement (collectively, me "'Governmental Cnits"), and The Seibert La\\' Firm and Bryant \li11er & Olive P.A. (collectively, "Special Counsel"). \NHEREAS, the County Commission has determined that there exists a critical need to addn_'ss the housing needs of the residents of the County, including housing for low tncome families, worklorcc housing and other affordable housing, on a comprehensive, Counn' \\ide basis: Clnd WHEREAS, the County Commission, together with other local governmental units in County desires to engage special counsel to assist the COWlt}' Commission and the c;O\'l~r:Ullental Units in facilitating the creation and implementation ot a long term plan to address the critical housing needs currently facing the residents of the County; and WHEREAS, the County Corrunission is encouraging each of the other Governmental Units located in the County to join the County Commission in this agreement in urder to facilitate the creation of a comprehensive plan for the citizens and residents of the COlmty; and WHEREAS, the County Commission, with concurrence of its staff and general cOilll<;eL has authorized and directed the engagement and use of Special Counsel as special counsel to the Cmmtv COlnmission and the other Governmental Units. NOW, THEREfORE, it is agreed as follows: 1. SPECIAL COUNSEL SERVICES. Special Counsel will provide legal and consulting services as special cOlU1sel to the Govemmenta 1 Units relan ve to the facilitation of the creation and development of a comprehensive long term plan to address the critical shortage of available affordable housing to the citizens and residents of the County. Such special counsel services and assistance are to be provided on an hourly nnd negotiated fee basi;; b\' separate work orders as provided herein and shall generally include the foUO\.ving: (A) sharing Special Counsel's experiences and prior exposure in housing and COT11fi\illlity development and financings, including land use issues, general development issues with the Florida Department of COITUIlunity Affairs and the Florida Department of FO\'ITonmental Protection and the Florida Legislature, and by filling a leadership role in facilitating the development and implementation of a long term plan and vision to address the anticipated housing needs of the residents of the COilllty. and in identification and development 1 of appropriate revenue resources to hmd and finance the Governmental Cnits housing in itia tlVE'S: (B) facilitating the assembling of community needs and public input regarding housing Issues i.n a manner that maximizes public input and the development of a long term vision and plan for the County that meets the consensus needs of the residents of the COlmty; (C) facilitating the development of appropriate ordinances, resolutions, legislation, intcrlocal agreements or other agreements and documents to collaborCltively and cooperati\'el;: achieve the Governmental unit's housing objectives by parh1ering with one or more public or pri\'ate entities; (D) providing advice and research on housing creahon, alternatives, implementation and financing stTategies; (E) rendering of written memoranda or opinions when necessary; (F) advice and research on the feasibility and legal sufficiency of stahltory and alternative revenue resources, including. but not liIllited to the use and leverage of public- private partnerships and the various resources of all of the Gllvemmental Units; (G) assistance in the prosecution of any administration rule making process, agency determinations and other forms of litigation, induding validation proceedings; and [In re\'iew of proposed interlocal struchlfes as to legal feasibility, compliance \\'ith applicable law and pending or proposed revisions to the lah' including enited States Treasury re gu 1 a hons. 2. COMPENSA nON FOR SPECIAL COeNSEL SERVICES. SPECIAL COLNSEL will be compensated for special cOlmsel services at negotiated tees and....of hourh' ri1tes as i1uthorized by specific \\'ork orders. (A) Specii1l Counsel will be compensated for legal services at the following hourly ra tes: (1) Bryant ivli1ler & Olive shareholders and Steven 1\1. Seibert of The Seibert Law Firm at the rate of $250 per hour: (2) S 19.) per hour; and Bry'ant :\1iller & Olive attorneys other than shareholders at the rate of n) Bryant Miller & Olive paralegals or law clerks at the rate of $50 per hour. 2 (B) Any negotiated fee for legal services shall include a scope of services and ree stmchue authorized by the Governmental Units in '.....riting as provided for herein. (C) In addition to any negotiated fees or houri)' rates, Special Counsel shall be entitled to receive reimbursement for actual costs incurred, such as computer printing or photocopies, long distance telephone charges, travel expenses and overnight delivery charges. Any b'avel expenses 1,.vill be reimbursed in accordance v\'ith the Count}' Commission's procedures and guidelines. (0) The process of developing and implementing the housing availability vision may require the acquisition or disposition of real property' as well as the acquisition or real property in a development regime, including intangible and tangible personal property. To the extent the Governmental Units acquires or disposes of real property interests, Special Counsel agrees, ii so requested by the Governmental Lmts, to coordinate with the Governmental L'nits to additionally use and provide appropriate title research and title insurance policies insuring the rea] property involved at the minimum premium rates promulgated by the Florida Insurance Cu mmissioner. (E) Special CoW1scl shall bill the Covernmental L;nits periodically, but not more often than monthly, and provide an itemized statement of fees and costs incrnred to date. All invoices shaH be submitted to, approved and processed for payment by the Contract Administrator as designated herein. 3. IDENTIFlCA nON OF NECESSARY CONSUl T ANTS; APPROV At PROCEDURE. The development of the proposed housing alternatives initiative contemplated l"wrein ,,'ill likely require mOTe than legal expertise. Subject to the recommendation of the Contract Administrator and the approval of the Covernmental Units, Special Counsel shall ha\'e the authority' to use or retain on behalf of the Goverrunental Cnits such additional consultants, experts, or cowlsel that it deems necessary to implement fue creation ,md development of the housing alternatives initiative of the Covernmental lJnits. Such approval shall be first requested in 'inihng and shall include a scope of services and metlLod of compensation for each ilddilional consulti.U1t, expert, or counsel requested. If requested, statements for fees and costs incurred by any approved consultant, expert, or cOlUlseL shall be first reviewed bi' Special Counsel and, upon approvaL submitted to toe Contract Administr2\tor ior payment. 4. DISCLOSURE, (A) Special Counsel, and specifically Bryant ;"iil1er & Olive, has disclosed to the Cnunty Commission that it has, and may in the future, serve as disclosure cOUJ1sel or bond counsel to several municipalities and other local goverrunental entities in the County, many of \vnurn may join the County Commission in this Agreement as a Governmental l~nit. The parties heretn acknovdedge and agree that Special COW1sel's role as bond cowlsel or disclosure counsel to any Governmental Unit is not likely to create or cause any adual conflict, and service 3 as disclosure or bond counsel to other Firm clients will not per se be construed as a conflict or be objectionable to the Governmental Units. 5. CONTRACT ADMINISTRATION. (Al For ease and convenience of administration, the CoverrunentalUnits shall from tirrw to time designate one or more persons to provide policy direction and instructions to Special Counsel in the administTation of its duties hereunder, approving and authorizing work orders and all other matters necessary to administer this Agreement on behalf of the Governmental Units (the "Contract Administrator"). The initial Contract Administrator directed and authorized to act on behaU of the Governmental Units shall be (B) Special Counsel shall be entitled to reasonably' rely upon direction received from the designated Contract Administrator. (C) Special Counsel and Contract Administrator are hereby directed and authorized to process tile initial work order under this agreement in substantially the form attached as Exhibit A hereto. Subsequent amendments to the foregoing work order or subsequent work orders shall be in substantially similar format and approved by the Contract Administrator. (D) The representative for Special Counsel shall be as follows: (1) The primary contact person shall be Ste\'en rd. Seibert of The Seibert La\~' firm. (2) it is understood that Eobert C. Eeid of Bryant \hlJer & Olive shall be primarily responsible for finance and housing related matters and that Cari Roth, of Bryant ]\1iller & Olive shall be primarily responsible for managing legislative relations- (3) All work performed by all)' Special Counsel shall bc (oordinatE'd \-Vitil each other Special Cotmsel and the Contract Administrator. 6. GENERAL. (A) This agreement shall be governed by and construed in aCCOrdalLCe with the laws of the State of Florida. This agreement may be amended only by a written agreement entered into bv the pilTties- (B) This agreement may be terminated with or without cause by the ContraLt .,\dministratOI or by Special Counsel at any time upon thirty (30) days prior written notici'. In the event of termination, Special Counsel shall assume respunsibility fOT completion of and shall be compensated for all representation requested prior to the notice of termination. Provided howc\-er. the Contract AdministTator may terminate this agreement for breach by Special 4 Cowlsel with such notice as may be reasonable llilder the circumstances. In the event of termination, with or \,.'ithout cause, Special Counsel shall be compensated in accordance herewith for approved time and expenses, expended prior to the date of termination. (C) This agreement may be executed in multiple counterparts. (D) This agreement shall be effective on the last date this agreement is executed by the County Conunission and Special COlmsel. IN \VITNESS WHEREOF, tbe Board of COillltv Commissioners of ?vIonroc COWlty, Florida and other local governmental units subsequently joining into this Agreement, The Seibert Law Firm and Bryant )VEller & Olive P.A. have caused this Special Counsel I{etaincr Agreement to be executed as of this__ day of __-----' 2005. THE BOARD OF COUXTY CO\rl~nSSIOl"ERS OF :\10NROE COUI\':TY, FLORIDA By: Dixie )vI. Spehar, :vlayor A ttes t: Clerk of the Circuit Court THE SElBERT LAW FIRM By: BRYA~T MILLER & OLIVE P.A. By:____ Shareholder and Authorized Signator}' 5 EXHIBIT A FORM OF WORK ORDER WORK ORDER ~o. 200 -1 TO: Special Counsel Attention: [Addrcss1 Tallahassee, Florida 323_ FROM: as Contract Administrator 1. Scope of Services: Special counsel legal services to be provided by Special Counsel are to provide assistance \yith facilitation of the development and implementation of a housing illternatives initiative for the Governmental Cnits. Included with this task will be those services and acti\'ities identified on the Attachment hereto and incorporated herein by reference- Additiona lly, Special Counsel will assist and advise the Governmental L;ni ts and their oificials, staff, attorneys and consultants in a leadership or facilitative role in developing an D'.'eral1 approach to assist the Governmental Units in their development of a strategy to create housing opportunities for the residents of the County. Deliverables may include drafting notices interlocal agreements, resolutions, memorandums of understanding, or other agreements, reports or documents, vvhkh will provide the basis for decision making and the establishment of the housing altematives initiative. 2. Compensation: [Hourly rates and reimbursement for actual costs as pYCwided in Special Counsel Retainer Agreement dated ___ __,2003.] [Fixed compensation in the amount of :; [and reimbursement fOT actual costs as pro\'ided in Special COlmsel Retainer Agreement dated __ ~ 2005.] 3. Cse of Necessary Consultants: Pursuant to the Special Counsel Retainer Agreement, the Govemmental Cnits direct and authorize Ihe llse of and the srope of services and method of compensation attached to this work order is Olpprovcd. 4. \Vork Order Budget: TI1e initial budget appropriation for this Work Order shall not exceed the amount of ______ and no/lOO DOLLAI\S ('j;_-_l However, it is LU1derstood that the direction of the Governmental Coits will control the v..'Ork effort and JJdit~onal budget appropriations ma")' be and are expected to be required. A- 1 Authorized by: Title: Contract Administrator Dale: And accepted by: Special Counsel Date: A-2 A IT ACHivlE"\:T TO WORK ORDER 200_- i Scope of Services and Method of Compensation A-3