06/15/2005 Agreement
SPECIAL COUNSEL RETAINER AGREEMENT
between
MONROE COUNTY FLORIDA and OTHER P ARTlCIP A TING GOVERNMENTAL ENTITIES
And
THE SEIBERT LAW FIRM and BRYANT MILLER & OLIVE P.A.
Dated May 18, 2005
SPECIAL COUNSEL RETAINER AGREEMENT
This Special Counsel Retainer Agreement is entered into between the Board of County
Commissioners (the "County Commission") of Monroe County, Florida (the "County") and
other participating governmental units located in the County which elect to participate in this
Agreement (collectively, the "Governmental Units"), and The Seibert Law Firm and Bryant
Miller & Olive P.A. (collectively, "Special Counsel").
WHEREAS, the County Commission has determined that there exists a critical need to
address the housing needs of the residents of the County, including housing for low income
families, workforce housing and other affordable housing, on a comprehensive, County wide
basis; and
WHEREAS, the County Commission, together with other local governmental units in
County desires to engage special counsel to assist the County Commission and the
Governmental Units in facilitating the creation and implementation of a long term plan to
address the critical housing needs currently facing the residents of the County; and
WHEREAS, the County Commission is encouraging each of the other Governmental
Units located in the County to join the County Commission in this agreement in order to
facilitate the creation of a comprehensive plan for the citizens and residents of the County; and
WHEREAS, the County Commission, with concurrence of its staff and general counsel,
has authorized and directed the engagement and use of Special Counsel as special counsel to
the County Commission 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 counsel to the Governmental Units relative 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 and negotiated fee basis
by separate work orders as provided herein and shall generally include the following:
(A) sharing Special Counsel's experiences and prior exposure in housing and
community development and financings, including land use issues, general development issues
with the Florida Department of Community Affairs and the Florida Department of
Environmental 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 County, and in identification and development
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of appropriate revenue resources to fund and finance the Governmental Units housing
initiatives;
(B) facilitating the assembling of community needs and public input regarding
housing issues in 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 County;
(C) facilitating the development of appropriate ordinances, resolutions, legislation,
interlocal agreements or other agreements and documents to collaboratively and cooperatively
achieve the Governmental Unit's housing objectives by partnering with one or more public or
private entities;
(D) providing advice and research on housing creation, alternatives, implementation
and financing strategies;
(E) rendering of written memoranda or opinions when necessary;
(F) advice and research on the feasibility and legal sufficiency of statutory and
alternative revenue resources, including, but not limited to the use and leverage of public-
private partnerships and the various resources of all of the Governmental Units;
(G) assistance in the prosecution of any administration rulemaking process, agency
determinations and other forms of litigation, including validation proceedings; and
(H) review of proposed interlocal structures as to legal feasibility, compliance with
applicable law and pending or proposed revisions to the law including United States Treasury
regulations.
2. COMPENSATION FOR SPECIAL COUNSEL SERVICES. SPECIAL
COUNSEL will be compensated for special counsel services at negotiated fees and/or hourly
rates as authorized by specific work orders.
(A) Special Counsel will be compensated for legal services at the following hourly
rates:
(1) Bryant Miller & Olive shareholders and Steven M. Seibert of The Seibert
Law Firm at the rate of $250 per hour;
(2)
$195 per hour; and
Bryant Miller & Olive attorneys other than shareholders at the rate of
(3)
Bryant Miller & Olive paralegals or law clerks at the rate of $50 per hour.
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(B) Any negotiated fee for legal services shall include a scope of services and fee
structure authorized by the Governmental Units in writing as provided for herein.
(C) In addition to any negotiated fees or hourly 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 travel expenses will be reimbursed in accordance with the County Commission's
procedures and guidelines.
(D) The process of developing and implementing the housing availability vision may
require the acquisition or disposition of real property as well as the acquisition of 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,
if so requested by the Governmental Units, to coordinate with the Governmental Units to
additionally use and provide appropriate title research and title insurance policies insuring the
real property involved at the minimum premium rates promulgated by the Florida Insurance
Commissioner.
(E) Special Counsel shall bill the Governmental Units periodically, but not more
often than monthly, and provide an itemized statement of fees and costs incurred to date. All
invoices shall be submitted to, approved and processed for payment by the Contract
Administrator as designated herein.
3. IDENTIFICATION OF NECESSARY CONSULTANTS; APPROVAL
PROCEDURE. The development of the proposed housing alternatives initiative contemplated
herein will likely require more than legal expertise. Subject to the recommendation of the
Contract Administrator and the approval of the Governmental Units, Special Counsel shall have
the authority to use or retain on behalf of the Governmental Units such additional consultants,
experts, or counsel that it deems necessary to implement the creation and development of the
housing alternatives initiative of the Governmental Units. Such approval shall be first
requested in writing and shall include a scope of services and method of compensation for each
additional consultant, expert, or counsel requested. If requested, statements for fees and costs
incurred by any approved consultant, expert, or counsel, shall be first reviewed by Special
Counsel and, upon approval, submitted to the Contract Administrator for payment.
4. DISCLOSURE.
(A) Special Counsel, and specifically Bryant Miller & Olive, has disclosed to the
County Commission that it has, and may in the future, serve as disclosure counselor bond
counsel to several municipalities and other local governmental entities in the County, many of
whom may join the County Commission in this Agreement as a Governmental Unit. The
parties hereto acknowledge and agree that Special Counsel's role as bond counselor disclosure
counsel to any Governmental Unit is not likely to create or cause any actual conflict, and service
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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.
(A) For ease and convenience of administration, the Governmental Units shall from
time to time designate one or more persons to provide policy direction and instructions to
Special Counsel in the administration 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 behalf of the Governmental Units shall be
Commissioner Murray Nelson.Chairperson, Affordable Housing
Oversight committee
(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 the 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 Steven M. Seibert of The Seibert Law
Firm.
(2) It is understood that Robert C. Reid of Bryant Miller & Olive shall be
primarily responsible for finance and housing related matters and that Cari Roth, of
Bryant Miller & Olive shall be primarily responsible for managing legislative relations.
(3) All work performed by any Special Counsel shall be coordinated with
each other Special Counsel and the Contract Administrator.
6. GENERAL.
(A) This agreement shall be governed by and construed in accordance with the laws
of the State of Florida. This agreement may be amended only by a written agreement entered
into by the parties.
(B) This agreement may be terminated with or without cause by the Contract
Administrator or by Special Counsel at any time upon thirty (30) days prior written notice. In
the event of termination, Special Counsel shall assume responsibility for completion of and shall
be compensated for all representation requested prior to the notice of termination. Provided
however, the Contract Administrator may terminate this agreement for breach by Special
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Counsel with such notice as may be reasonable under the circumstances. In the event of
termination, with or without 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 Commission and Special Counsel.
IN WITNESS WHEREOF, the Board of County Commissioners of Monroe
County, Florida and other local governmental units subsequently joining into this Agreement,
The Seibert Law Firm and Bryant Miller & Olive P.A. have caused this Special Counsel Retainer
Agreement to be executed as of this 1511day of ~ 2005.
THE BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
L);U >n ~eUJ
By:
Dixie M. Spehar, Mayor
L. KOLHAGE, Clerk
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EXHIBIT A
FORM OF WORK ORDER
WORK ORDER
No. 200_ -1
TO:
Special Counsel
Attention:
[Address]
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 with facilitation of the development and implementation of a
housing alternatives initiative for the Governmental Units. Included with this task will be those
services and activities identified on the Attachment hereto and incorporated herein by
reference. Additionally, Special Counsel will assist and advise the Governmental Units and
their officials, staff, attorneys and consultants in a leadership or facilitative role in developing
an overall 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, which will provide the basis for decision making and the
establishment of the housing alternatives initiative.
2. Compensation: [Hourly rates and reimbursement for actual costs as
provided in Special Counsel Retainer Agreement dated --,2005.] [Fixed compensation
in the amount of $ [and reimbursement for actual costs as provided in Special
Counsel Retainer Agreement dated --,2005.]
3.
Agreement,
Use of Necessary Consultants: Pursuant to the Special Counsel Retainer
the Governmental Units direct and authorize the use of
and the scope of services and method of compensation
attached to this work order is approved.
4. Work Order Budget: The initial budget appropriation for this Work Order shall
not exceed the amount of and no/l00 DOLLARS ($ ). However, it is
understood that the direction of the Governmental Units will control the work effort and
additional budget appropriations may be and are expected to be required.
A-I
Authorized by:
Title: Contract Administrator
Date:
A-2
And accepted by:
Special Counsel
Date:
ATTACHMENT TO WORK ORDER 200_-1
Scope of Services and Method of Compensation
A-3