Res No 182-18-15215RESOLUTION NO. 182-18-15215
A Resolution authorizing the City Attorney to negotiate and enter into an
agreement with a law firm and to hire them to provide legal services in the
negotiation and drafting of a public private partnership comprehensive
agreement and related matters.
WHEREAS, the City of South Miami received an unsolicited public private partnership
proposal from Oxford Group Holdings, LLC to build a new City Hall and Police Station; and
WHEREAS, the City hired consultants to review and evaluate the unsolicited proposal to
determine if the project met the requirements of the City's public private partnership ordinance
and guidelines as well as the statutory requirements; and
WHEREAS, the City's consultants opined that the unsolicited proposal met the criteria
for a qualified project; and
WHEREAS, the City advertised a Notice of Intent to enter into a comprehensive
agreement to build a new City Hall and Police Station pursuant to Florida Statute, sec. 255.065,
the Public Private Partnership Act, stating that the City has received a proposal and will accept
other proposals for the same project; and
WHEREAS, the City received a second proposal which was submitted by Lynx
Companies LLC ("Lynx"); and
WHEREAS, the City formed a Selection Committee and hired additional consultants to
evaluate the two proposals; and
WHEREAS, the Selection Committee held several public meetings with the proposers
and the consultants in order to obtain additional information, to receive evaluations from the
consultants and, ultimately, to score and rank the two proposals; and
WHEREAS, the Selection Committee gave the highest score to Lynx and the Lynx
proposal ("the City's P3 Project"); and
WHEREAS, the next step in the statutory and City processes is to negotiate a
Comprehensive Agreement. The City Commission has authorized the City Manager to negotiate
this Agreement with Lynx; and
WHEREAS, the Public Private Partnership Act ("P3 Act") is a relatively new law and
there are only a few law firms that have experience negotiating and drafting Comprehensive
Agreements; and
WHEREAS, the City Attorney has investigated other public entities that had entered into
public private partnerships to determine which firms they had hired and to assess their
satisfaction with those firms; and
Page 1 of 4
WHEREAS, the City Attorney received the names of two different firms that were used
by Florida International university to its satisfaction on two separate projects, one being Bryant,
Miller & Olive and the other being Holland & Knight; and
WHEREAS, the City Attorney has selected the Holland & Knight firm whose attorneys
have their offices in Miami and whose retainer agreement is currently being negotiated; and
WHEREAS, the City Attorney received the name of an additional locally based firm,
Bilzin Sumberg Baena Price & Axelrod, LLP ("Bilzin Sumberg"), who has a high level of
expertise in P3 projects performed for Miami Dade County and whose retainer agreement is
currently being negotiated; and
WHEREAS, as with all large firms, Holland & Knight represents other entities that may,
in the future, create a conflict, including the following (collectively the "Unrelated Matters"):
ALTA Developers LLC, Baptist Health South Florida, LLC (and related entities), South Miami
Hospital, Inc. (and related entities), FRIT Shops at Sunset Place Owner, LLC and TREO SOMI
Station, LLC. In addition, Holland & Knight periodically represents media companies, including
the Miami Herald. While Holland & Knight's representation of these entities is not adverse to
the City at this time and do not pose a direct conflict, depending on how events unfold, those
relationships could become adverse and create ethical problems. As such events could exist in
the future, the City will need to sign a consent to the continued or expanded or additional
representation of existing or future clients in the foregoing Unrelated Matters and, prospectively,
consents to Holland & Knight's representing clients who have matters adverse or potentially
adverse to the City and that the City waives any existing and potential future conflicts of interest,
including those relating to land use/permitting, acquisition, development of real property, general
procurement matters, bid protests, code enforcement, public records, telecommunications and
other similar matters. As part of the agreement, Holland & Knight will agree that any
confidential information that it receives from the City will not be available to the lawyers and
other Holland & Knight personnel involved in the representation of the other client and the
discharge of its professional responsibilities to the City will not be prejudiced by Holland &
Knight's representation of the other client. Holland & Knight will also need to obtain the same
consent from its other clients listed above as well as any future clients who are similarly situated;
and
WHEREAS, Bilzin Sumberg has a substantial land use and zoning practice, and as with
Holland & Knight, Bilzin Sumberg represents other entities that create a conflict and, as with
Holland & Knight, the City would need to waive certain existing conflicts in order for the firm to
commence this engagement. In addition, Bilzin Sumberg may take on new representations in the
future that include the City of South Miami as an adverse party and the firm is requesting that the
City provide an advanced waiver of any such future conflict, potentially including litigation
against the city on unrelated matters, including # 1 below. The firm agrees that it will not take on
any representation that is substantially related to the P3 Project and that it would not attack any
work the firm performs for the City, nor would Bilzin Sumberg disclose any of the City's
confidential information. Bilzin Sumberg will provide additional detail in its engagement letter
Page 2 of 4
should the City wish to proceed with it as the City's outside counsel. Bilzin Sumberg has
identified the following existing conflicts, all of which are waivable, for the City to consider:
1.13ilzin Sumberg represents 7040 Investments, LLC in connection with the zoning of
properties located at 7040 SW 61 st Ave and 7109 SW 61 st Court, in the City of South
Miami. As the zoning authority, the City of South Miami is an adverse party in this
engagement. The matter is not substantially related to the P3 project, and is therefore
waivable by the City.
2.13ilzin Sumberg represents The Lynx Companies on a zoning matter in the City of
Miami. This representation is completely unrelated to anything involving the City of South
Miami, including the P3 Project, and is therefore waivable by the City. Bilzin Sumberg has
agreed that it shall not represent Lynx for any matter relating to the City of South Miami
during the pendency of Bilzin Sumberg's representation of the City of South Miami in the
negotiations with Lynx Companies concerning the City's P3 Project. Bilzin Sumberg has
stated that it has not and currently does not represent The Lynx Companies in connection
with any public private partnerships or government contracting. The lawyers for Bilzin
Sumberg who would represent the City of South Miami in connection with the City's P3
Project do not and have not represented The Lynx Companies in any matter. While Bilzin
Sumberg attorney's working on The Lynx Companies matter are not and will not be involved
in the representation of the City of South Miami in its P3 Project, Bilzin Sumberg has agreed
that it will set up an Ethical Wall to insure the protection of the City's confidences and
information during the negotiation of the Comprehensive Agreement.
WHEREAS, the selected firm will also be required to provide proof of professional
liability insurance before commence representation of the City.
NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSIONERS OF THE CITY OF SOUTH MIAMI, FLORIDA:
Section 1. The City Attorney is hereby authorized to negotiate and enter into an
agreement with Bilzin Sumberg to provided legal services in the negotiation and drafting of a
Comprehensive Agreement, as well as related matters concerning a public private partnership to
build a new City Hall and Police station. The City Attorney shall also have authority to sign a
conflict of interest agreement as outlined in the above recitals. A copy of the proposed retainer
agreement and list of the proposed hourly rates of the attorneys who may potentially be involved
in this matter are attached. This authority is contingent upon the selected firm providing proof
that it carries adequate professional liability insurance and on the Lynx Companies ("Lynx")
agreeing to pay the cost of the legal fees and consultant's fees. In addition, it is contingent on
the Lynx Companies depositing 50% of the estimated cost with the City and to make further
deposits as the funds decrease below 25% of the estimated amount to bring the total back to the
amount of the original deposit.
Section 2. Severability. If any section clause, sentence, or phrase of this resolution is for
any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall
not affect the validity of the remaining portions of this resolution.
Page 3 of 4
Section 3. Effective Date. This resolution shall become effective immediately upon
adoption.
PASSED AND ADOPTED this 20' day of September, 2018.
ATTEST:
CITY LE
READ AND
AS TO FORM,
' AND EXECUTION
COMMISSION VOTE:
4-1
Mayor Stoddard:
Yea
Vice Mayor Harris:
Yea
Commissioner Welsh:
Yea
Commissioner Liebman:
Yea
Commissioner Gil:
Nay
Page 4 of 4
Agenda item No:11.
City Commission Agenda Item Report
Meeting Date: September 20, 2018
Submitted by: Thomas Pepe
Submitting Department: City Attorney
Item Type: Resolution
Agenda Section: RESOLUTION(S)
Subject:
A Resolution authorizing the City Attorney to negotiate and enter into an agreement with a law firm and to hire
them to provide legal services in the negotiation and drafting of a public private partnership comprehensive
agreement and related matters. 3/5 (City Attorney)
Suggested Action:
Attachments:
Resolution �granting_CA_auth to_hire_expert outside counsel.doc
City of South Miami.Retainer LetterCArev.doc
Names -and rates-2.docx
Isabel Diaz .pdf
Isabel Cristina Diaz—H&K Profile.pdf
Melissa Turra.pdf
Tomas E. Catellanos .pdf
Vivian de las Cuevas-Diaz.pdf
Miguel de Grandy.pdf
Richard Perez .pdf
Stacy Watson May.pdf
Ken Richie.pdf
Jorge R. Escobar.pdf
Bilzin Sumberg P3 Attorney prospectus.pdf
BSBPA Engagement Letter City of South Miami Redacted.pdf
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August 2, 2018
Sent Via Electronic Mail
Thomas F. Pepe, City Attorney
City of South Miami
1450 Madruga Avenue, Suite 202
Coral Gables, Florida 33146
Re: City of South Miami ("City")/Comprehensive Agreement for Development of
Police Headquarters Building and City Hall to be located at 6130 Sunset Drive and
5890 SW 69t' Street, South Miami, Florida (the "Development")
Dear Tom:
Thank you for retaining Holland & Knight LLP ("H&K") to represent the City in regards
to the above referenced matter. In connection with our representation, we have agreed with you
that the scope of the representation will involve providing counsel to and participating in
negotiations on behalf of the City regarding the Development. Our engagement will commence
upon receipt of the signed engagement.
The purpose of this letter is to confirm our engagement as counsel and to provide you
certain information concerning our fees, billing and collection policies, and other terms that will
govern our relationship. Although we do not wish to be overly formal in our relationship with
you, we have found it a helpful practice to confirm with our clients the nature and terms of our
representation. Attached to this letter are our firm's standard terms of engagement. Please review
these and let me know if you have any questions concerning our policies. As you will see, we
have a policy of requiring an advance fee. If the advance fee deposit exceeds the amount of our
bills, we refund the excess. Our fees will be determined in whole or in part based upon hourly
rates. My current hourly rate is $465.00 and I will be the primary attorney working on this
matter. Also, working on this matter will be Partners, Associates and Paralegals with hourly rates
that range from $245.00 to $790.00.
As you know, H&K has many matters involving the City. Specifically, H&K represents
the following entities (collectively the "Unrelated Matters")-
• ALTA Developers LLC
• Baptist Health South Florida, LLC (and related entities)
• South Miami Hospital, Inc. (and related entities)
• FRIT Shops at Sunset Place Owner, LLC
• TREO SOMI Station, LLC
VA
H&K is not adverse to the City in all of these matters. Rather, the City's role in many is
as a quasi-judicial body. However, depending on how events unfold, those relationships can
become adverse and create ethical problems. In addition, H&K periodically represents media
companies, including the Miami Herald, with regard to requests for public records and other
information.
Accordingly, by signing below, the City agrees to H&K's representation of the City in this
matter, and consents to the continued or expanded or additional representation of existing or
future clients in the foregoing Unrelated Matters and, prospectively, consents to and will not
preclude H&K from representing clients who have matters adverse or potentially adverse to the
City and that the City waives any existing and potential future conflicts of interest, including
those relating to land use/permitting, acquisition, development of real property, general
procurement matters, bid protests, code enforcement, public records, telecommunications and
other similar matters. Finally, please note that by undertaking this representation, H&K is your
outside legal counsel on this matter and is not deemed an agency of, lobbyist for, or employee of
the City.
If the terms described above and in the attached terms of engagement are satisfactory,
please so indicate by signing and returning the enclosed copy of this letter.
We look forward to serving your needs in this matter and to establishing a mutually
satisfactory relationship. Please do not hesitate to call me with any questions.
Sincerely,
HOLLAND & KNIGHT LLP
Isabel C. Diaz
Acknowledged this day of , 2018.
CITY OF SOUTH MIAMI
0
Title:
HOLLAND & KNIGHT LLP
TERMS OFENGAGEMENT
We appreciate your decision to retain Holland & Knight LLP as your legal counsel.
This document explains how we work, our obligations to you, your obligations to us, what we will do on your
behalf, and how our charges will be determined and billed. Experience has shown that an understanding of these
matters will contribute to a better relationship between us, and that in turn makes our efforts more productive.
Our engagement and the services that we will provide to you are limited to the matter identified in the
accompanying letter. Any changes in the scope of our representation as described in the letter must be approved
in writing. We will provide services of a strictly legal nature related to the matters described in that letter. You
will provide us with the factual information and materials we require to perform the services identified in the
letter, and you will make such business or technical decisions and determinations as are appropriate. You will
not rely on us for business, investment, or accounting decisions, or expect us to investigate the character or credit
of persons or entities with whom you may be dealing, unless otherwise specified in the letter.
We cannot guarantee the outcome of any matter. Any expression of our professional judgment regarding your
matter or the potential outcome is, of course, limited by our knowledge of the facts and based on the law at the
time of expression. It is also subject to any unknown or uncertain factors or conditions beyond our control.
Confidentiality and Related Matters
Regarding the ethics of our profession that will govern our representation, several points deserve emphasis. As a
matter of professional responsibility, we are required to hold confidential all information relating to the
representation of our clients. This professional obligation and the legal privilege for attorney -client
communications exist to encourage candid and complete communication between a client and his lawyer. We
can perform truly beneficial services for a client only if we are aware of all information that might be relevant to
our representation. Consequently, we trust that our attorney -client relationship with you will be based on mutual
confidence and unrestrained communication that will facilitate our proper representation of you.
Additionally, you should be aware that, in instances in which we represent a corporation or other entity, our
client relationship is with the entity and not with its individual executives, shareholders, directors, members,
managers, partners, or persons in similar positions, or with its parent, subsidiaries, or other affiliates. In those
cases, our professional responsibilities are owed only to that entity, alone, and no conflict of interest will be
asserted by you because we represent persons with respect to interests that are adverse to individual persons or
business organizations who have a relationship with you. That is to say, unless the letter accompanying this
document indicates otherwise, Holland & Knight's attorney -client relationship with the entity does not give rise
to an attorney -client relationship with the parent, subsidiaries or other affiliates of the entity, and representation
of the entity in this matter will not give rise to any conflict of interest in the event other clients of the firm are
adverse to the parent, subsidiaries or other affiliates of the entity. Of course, we can also represent individual
executives, shareholders, directors, members, managers, partners, and other persons related to the entity in
matters that do not conflict with the interests of the entity, but any such representation will be the subject of a
separate engagement letter. Similarly, when we represent a party on an insured claim, we represent the insured,
not the insurer, even though we may be approved, selected, or paid by the insurer.
The firm attempts to achieve efficiencies and savings for its clients by managing the firm's administrative
operations (e.g., file storage, document duplication, word processing, accounting/billing) in the most efficient
manner possible, including outsourcing certain functions to third parties. Outsourcing in this manner may
require the firm to allow access by third parties to your confidential information, and in some cases, these third
parties may be located outside the United States. The firm will follow applicable legal ethics rules with regard to
such outsourcing and protection of confidential information.
Fees and Bi7lfng
Clients frequently ask us to estimate the fees and other charges they are likely to incur in connection with a
particular matter. We are pleased to respond to such requests whenever possible with an estimate based on our
professional judgment. This estimate always carries the understanding that, unless we agree otherwise in
writing, it does not represent a maximum, minimum, or fixed fee quotation. The ultimate cost frequently is more
or less than the amount estimated.
Legal Fees. We encourage flexibility in determining billing arrangements. For example, we often agree with our
clients to perform services on a fixed -fee or other basis that we and the client believe will encourage efficiency
and reflect the value of our services in relation to a particular objective. NO CHARGES FOR TIME IN EXCESS
OF 2/1oTHS OF AN HOUR FOR COMMUNICATION BETWEEN OR AMONG MULTIBLE PEOLE WORKING
ON THE SAME DAY OTHER THAN FOR PREAPPROVED CONFERENCES WITH CITY ATTORNEY. ALL
COMMUNICATION WITH THE CITY WILL BE THROUGH OR WITH THE CITY ATTORNEY. NO CHANGES
IN THE SCOPE OF SERVICES WITHOUT CITY ATTORNEY WRITTEN APPROVAL.
If you and we have agreed on a fixed fee arrangement, our fees will not be limited to the fixed amount if you fail to
make a complete and accurate disclosure of information that we have requested and that we reasonably require
for our work, or if you materially change the terms, conditions, scope, or nature of the work, as described by you
when we determined the fixed amount. If any of these events occurs, our fees will be based upon the other factors
described below, unless you and we agree on a revised fixed fee.
If the accompanying engagement letter does not provide for a fixed fee, or if we do not otherwise confirm to you
in writing a fee arrangement, our fees for services will be determined as described in the following paragraphs.
When establishing fees for services that we render FOR MATTERS OUTSIDE THE SCOPE OF THE
ENGAGEMENT LETTER AND FOR WHICH AN HOURLY RATE IS NOT AGREED UPON, we are guided
primarily by the time and labor required, although we also consider other appropriate factors, such as the novelty
and difficulty of the legal issues involved; the legal skill required to perform the particular assignment; time-
saving use of resources (including research, analysis, data and documentation) that we have previously developed
and stored electronically or otherwise in quickly retrievable form; the fee customarily charged by comparable
firms for similar legal services; the amount of money involved or at risk and the results obtained; and the time
constraints imposed by either you or the circumstances. In determining a reasonable fee for the time and labor
required for a particular matter, we consider the ability, experience, and reputation of the lawyer or lawyers in
our firm who perform the services. To facilitate this determination, we internally assign to each lawyer an hourly
rate based on these factors. Of course, our internal hourly rates change periodically to account for increases in
our cost of delivering legal service, other economic factors, and the augmentation of a particular lawyer's ability,
experience, and reputation. Any such changes in hourly rates are applied prospectively, as well as to unbilled
time previously expended, BUT ONLY AFTER CONSULTATION AND AGREEMENT TO THOSE FEES BY THE
CITY ATTORNEY. We record and bill our time in one -tenth hour (six minute) increments.
When selecting lawyers to perform services for you, we generally seek to assign lawyers having the lowest hourly
rates consistent with the skills, time demands, and other factors influencing the professional responsibility
involved in each matter. That does not mean that we will always assign a lawyer with a lower hourly rate than
other lawyers. As circumstances require, the services of lawyers in the firm with special skills or experience may
be sought when that will either (a) reduce the legal expense to you, (b) provide a specialized legal skill needed, or
(c) help move the matter forward more quickly. Also, to encourage the use of such lawyers in situations where
their services can provide a significant benefit that is disproportionate to the time devoted to the matter, we may
not bill for their services on an hourly rate basis but, if you agree in advance, we will adjust the fee on an "added
value" basis at the conclusion of the matter if and to the extent their services contribute to a favorable result for
you.
Disbursements. In addition to legal fees, our statements will include out-of-pocket expenses that we have
advanced on your behalf and our internal charges (which may exceed direct costs and allocated overhead
expenses) for certain support activities. Alternatively, the firm may charge for such internal charges as a
percentage of the fees charged. Advanced expenses generally will include, but are not limited to, such items as
travel, postage, filing, recording, certification, and registration fees charged by governmental bodies. Our
internal charges typically include, but are not limited to, such items as toll calls, facsimile transmissions,
overnight courier services, certain charges for terminal time for computer research??? and complex document
production, and charges for photocopying materials sent to the client or third parties or required for our use.
"WE WILL ADVISE YOU WHEN ANY ONE ITEM OF COSTS IS ANTICIPATED TO EXCEED $250 AND
CONSULT WITH YOU AS TO THE NEED AND BENEFITS OF THE ITEM BEFORE ITS COST IS INCURRED"
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We may request an advance cost deposit when we expect that we will be required to incur substantial costs on
behalf of the client.
During the course of our representation, it may be appropriate to hire third parties to provide services on your
behalf. These services may include such things as consulting or testifying experts, investigators, providers of
computerized litigation support, and court reporters. Because of the legal "work product" protection afforded to
services that an attorney requests from third parties, in certain situations our firm may assume responsibility for
retaining the appropriate service providers. Even if we do so, however, you will be responsible for paying all fees
and expenses directly to the service providers or reimbursing us for these expenses. WE WILL ADVISE YOU
WHEN ANY ONE ITEM OF COSTS IS ANTICIPATED TO EXCEED $25o AND CONSULT WITH YOU AS TO
THE NEED AND BENEFITS OF THE ITEM BEFORE ITS COST IS INCURRED"
The firm attempts to achieve efficiencies and savings for its clients when dealing with independent contractors.
The firm may be able to obtain a reduced charge from the contractor if the firm provides certain functions, such
as billing, collection, equipment, space, facilities, or clerical help. For these administrative and coordination
services, the firm may charge an administrative fee, which will be separately disclosed to you. WE WILL ADVISE
YOU WHEN ANY ONE ITEM OF COSTS IS ANTICIPATED TO EXCEED $25o AND CONSULT WITH YOU AS
TO THE NEED AND BENEFITS OF THE ITEM BEFORE ITS COST IS INCURRED"
Billing. We bill periodically throughout the engagement for a particular matter, and our periodic statements are
due when rendered. If our fees are based primarily on the amount of our time devoted to the matter, our
statements will be rendered monthly. In instances in which we represent more than one person with respect to a
matter, each person that we represent is jointly and severally liable for our fees and expenses with respect to the
representation. Our statements contain a concise summary of each matter for which legal services are rendered
and a fee is charged. BILLING SHALL REFLECT THE NAME OF THE ATTORNEY WORKING ON THE
MATTER, HIS/HER BILLING RATE, THE DATE THE SERVICES WERE PERFORMED, A DESCRIPTION OF
THE SERVICES AND TIME EXPENDED FOR SUCH SERVICES. BILLING SHALL BE MONTHLY UNLESS
BILLING EXCEEDS $5,000 IN A MONTH AND THEN IT SHALL BE SENT WHEH SUCH THREASHOLD IS
REACHED AND NO FURTHER WORK SHALL BE PERFORMED WITHOUT FIRST CONSULTING WITH THE
CITY ATTORNEY.
If a statement remains unpaid for more than 3o days, you will be contacted by an H&K representative inquiring
why it is unpaid. Additionally, if a statement has not been paid within 3o days from its date, the firm may impose
an interest charge of 1.25 percent per month (a 15 percent annual percentage rate) from the 3oth day after the
date of the statement until it is paid in full. Interest charges apply to specific monthly statements on an
individual statement basis. Any payments made on past due statements are applied first to the oldest
outstanding statement.
It is the firm's policy that if an invoice remains unpaid for more than go days, absent extraordinary
circumstances and subject to legal ethics constraints, H&K's representation will cease, and you hereby authorize
us to withdraw from all representation of you. Any unapplied deposits will be applied to outstanding balances.
Generally, the firm will not recommence its representation or accept new work from you until your account is
brought current and a new deposit for fees and costs, in an amount that the firm determines, is paid to it.
In addition, if you do not pay H&K's statements as they become due, the firm may require a substantial partial
payment and delivery of an interest -bearing promissory note as part of any arrangement under which it may, in
its discretion, agree to continue its representation. Any such promissory note will serve merely as evidence of
your obligation, and shall not be regarded as payment.
If allowed by applicable law, H&K is entitled to reasonable attorneys' fees and court costs if collection activities
are necessary. In addition, H&K shall have all general, possessory, or retaining liens, and all special or charging
liens, recognized by law.
Payment of our fees and costs is not contingent on the ultimate outcome of our representation, unless we have
expressly agreed in writing to a contingent fee.
Questions About Our Bills. We invite you to discuss freely with us any questions that you have concerning a fee
charged for any matter. We want our clients to be satisfied with both the quality of our services and the
reasonableness of the fees that we charge for those services. We will attempt to provide as much billing
information as you require and in such customary form that you desire, and are willing to discuss with you any of
the various billing formats we have available that best suits your needs.
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Relationships with Other Clients
Because we are a large, full -service law firm with offices located in various cities we may be (and often are) asked
to represent a client with respect to interests that are adverse to those of another client who is represented by the
firm in connection with another matter. Just as you would not wish to be prevented in an appropriate situation
from retaining a law firm that competes with Holland & Knight LLP, our firm wishes to be able to consider the
representation of other persons or entities that may be competitors in your industry or who may have interests
that are adverse to yours, but with respect to matters that are unrelated in any way to our representation of you.
The ethics that govern us permit us to accept such multiple representations, assuming certain conditions are met,
as set forth below.
During the term of this engagement, we will not accept representation of another client to pursue interests that
are directly adverse to your interests unless and until we make full disclosure to you of all the relevant facts,
circumstances, and implications of our undertaking the two representations, and confirm to you in good faith
that we have done so and that the following criteria are met: (i) there is no substantial relationship between any
matter in which we are representing or have represented you and the matter for the other client; (ii) any
confidential information that we have received from you willnot be available to the lawyers and other Holland &
Knight LLP personnel involved in the representation of the other client; (iii) our effective representation of you
and the discharge of our professional responsibilities to you will not be prejudiced by our representation of the
other client; and (iv) the other client has also consented in writing based on our full disclosure of the relevant
facts, circumstances, and implications of our undertaking the two representations. If the foregoing conditions are
satisfied, we may undertake the adverse representation and all conflict issues will be deemed to have been
resolved or waived by you.
By making this agreement, we are establishing the criteria that will govern the exercise of your right under
applicable ethical rules to object to our representation of another client whose interests are adverse to yours. If
you contest in good faith the facts underlying our confirmation to you that the specified criteria have been met,
then we will have the burden of reasonably supporting those facts.
Knowledge Management Tool
In order to better and more economically serve our clients, we have implemented a document search engine that
will allow us to search the firm's institutional work product to determine whether there exist documents created
for one client that can be used as a starting point for the preparation of new documents for other clients.
Documents that are subject to ethics wall restrictions, have extraordinary confidentiality requirements, or
contain sensitive client information will not be included in this system.
Termination
Upon completion of the matter to which this representation applies, or upon earlier termination of our
relationship, the attorney -client relationship will end unless you and we have expressly agreed to a continuation
with respect to other matters. We hope, of course, that such a continuation will be the case. The representation
is terminable at will by either of us. The termination of the representation will not terminate your obligation to
pay fees and expenses incurred prior to the termination and for any services rendered or disbursements required
to implement the transition to new counsel.
Your agreement to this engagement constitutes your acceptance of the foregoing terms and conditions. If any of
them is unacceptable to you, please advise us now so that we can resolve any differences and proceed with a clear,
complete, and consistent understanding of our relationship.
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Names
Rate
Diaz, Isabel (Senior Counsel)
$465.00
Castellanos, Tomas (Associate)
$350.00
De Grandy, Miguel (Partner)
$790.00
De las Cuevas, Vivian (Partner)
$705.00
Escobar, Jorge (Associate)
$480.00
Perez, Richard (Partner)
$625.00
Richie, Ken (Partner)
$575.00
Turra, Melissa (Partner)
$745.00
Watson May, Stacy (Consulting
Counsel)
$590.00
Yandra Hernandez (Paralegal)
$245.00
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Holland & Knight
Isabel C Diaz
Senior Counsel
Miami
T 305.789.7477
lsabel.Diaz@hklaw.com
Related Practices: Real Estate I Real Estate Finance I Commercial Real Estate Leasing I Education
Isabel C. Diaz is a Miami real estate attorney who focuses her practice on complex commercial real
estate transactions and commercial lending. Ms. Diaz has extensive experience in acquisitions,
sales, leasing and financing of commercial properties.
Ms. Diaz handles loan closings for commercial and construction loans, including the drafting and
negotiation of loan documents, as well as the review of all applicable due diligence items. She
prepares and negotiates commercial real estate contracts in the representation of both purchasers
and sellers. Ms. Diaz also drafts and negotiates lease agreements in the representation of landlords
and tenants, including government entities, financial institutions and restaurant owners.
In addition, Ms. Diaz assists her education clients on leasing, construction, acquisition and sale
transactions involving state-owned properties and privately owned properties used or to be used for
a public purpose. She also has experience in negotiating campus development agreements with
local municipalities, as well as in structuring and negotiating public -private partnerships as financing
alternatives.
Ms. Diaz previously served as senior counsel at Holland & Knight from 2012-2014 before joining
Florida International University (FIU) as associate general counsel from 2014-2017. In her role at
FIU, she provided legal support on university contracting matters, with an emphasis on real estate
and construction. Ms. Diaz handled the structuring and negotiation involved in business transactions,
property sales and acquisitions, lease agreements and related matters on behalf of the university.
She also managed and advised the university on all facility -related legal matters.
Honors & Awards
' FIU Educational Leadership Enhancement Program Cohort, 2015-2016
' The Women's Fund (Miami -Dade) Mujeres Giving Back, Honoree, 2014
' Chambers USA —America's Leading Business Lawyers guide, Associate to Watch, Excellent
Client Service, 2012
' 40 Under 40 Outstanding Lawyers of Miami -Dade County, Cystic Fibrosis Foundation, 2012
' Hispanic Woman of Distinction Award, 2009
Cuban American Bar Association, Outstanding Member, 2008
Guardian Ad Litem Volunteer of the Year, Eleventh Judicial Court, Division 01, 2008
14
' Roger Sorino Award, University of Miami School of Law
' Phi Beta Kappa
Memberships
' National Association of College and University Attorneys (NACUA)
' Cuban American Bar Association, Board of Directors 2009-2013; Secretary, 2011-2012
' Cuban American Bar Association Pro Bono Project, Inc., Chair, 2012-2013
' Florida International University Alumni Association, Board of Directors
' Guardian Ad Litem Program
' Cystic Fibrosis Foundation
' Dade County Bar Association
' The Florida Bar Association
' Federal Bar Association
Education
' University of Miami School of Law, J.D.
' Florida International University, B.A., English, summa cum laude
Bar Admissions
' Florida
Court Admissions
' U.S. District Court for the Southern District of Florida
Attorney Advertising. Copyright 01996-2018 Holland & Knight LLP. All rights reserved.
15
Isabel C Diaz I Professionals I Holland & Knight
https://www.hkiaw.com/isabel-diaz/
Holland & Knight
Anomey Advertising. Copyright 0 1996-2018Ho nd R Knight LLP. All rights reserved.
Practices
Isabel C Diaz
Senior Counsel
Miami
T 305.789.7477
lsabel.Diaz@hkiaw.com
Isabel C. Diaz is a Miami real estate attorney who focuses her practice on complex commercial real
estate transactions and commercial lending. Ms. Diaz has extensive experience in acquisitions, sales,
leasing and financing of commercial properties.
Real Estate
Ms. Diaz handles loan closings for commercial and construction loans, including the drafting and
Real Estate Finance
negotiation of loan documents, as well as the review of all applicable due diligence items. She prepares
Commercial Real Estate
Leasing
and negotiates commercial real estate contracts in the representation of both purchasers and sellers.
Ms. Diaz also drafts and negotiates lease agreements in the representation of landlords and tenants,
Education
including government entities, financial institutions and restaurant owners.
Education
University of Miami School
of Law, J.D.
Florida Intematonal
University, B.A., English,
summa cum laude
Bar Admissions
Florida
Court Admissions
U.S. District Court for the
Southern District of Florida
In addition, Ms. Diaz assists her education clients on leasing, construction, acquisition and sale
transactions involving stale -owned properties and privately owned properties used or to be used for a
public purpose. She also has experience in negotiating campus development agreements with local
municipalities, as well as in structuring and negotiating public -private partnerships as financing
alternatives.
Ms. Diaz previously served as senior counsel at Holland & Knight from 2012-2014 before joining Florida
International University (FIU) as associate general counsel from 2014-2017. In her role at FIU, she
provided legal support on university contracting matters, with an emphasis on real estate and
construction. Ms. Diaz handled the structuring and negotiation involved in business transactions,
property sales and acquisitions, lease agreements and related matters on behalf of the university. She
also managed and advised the university on all facility -related legal matters.
Honors & Awards
FIU Educational Leadership Enhancement Program Cohort, 2015-2016
The Women's Fund (Miami -Dade) Mujeres Giving Back, Honoree, 2014
Chambers USA —America's Leading Business Lawyers guide, Associate to Watch, Excellent Client
Service, 2012
40 Under 40 Outstanding Lawyers of Miami -Dade County, Cystic Fibrosis Foundation, 2012
Hispanic Woman of Distinction Award, 2009
Cuban American Bar Association, Outstanding Member, 2008
Guardian Ad Litem Volunteer of the Year, Eleventh Judicial Court, Division 01, 2008
Roger Sorino Award, University of Miami School of Law
Phi Beta Kappa
Memberships
National Association of College and University Attorneys (NACUA)
Cuban American Bar Association, Board of Directors 2009-2013; Secretary, 2011-2012
16
I of 2 7/31/2018, 11:20 AM
Isabel C Diaz I Professionals I Holland & Knight https://www.hklaw.com/isabel-diazt
Cuban American Bar Association Pro Bono Project, Inc., Chair, 2012-2013
Florida International University Alumni Association, Board of Directors
Guardian Ad Litem Program
Cystic Fibrosis Foundation
Dade County Bar Association
The Florida Bar Association
Federal Bar Association
17
2 of 2 7/31/2018, 11:20 AM
Holland & Knight
Melissa S Turra
Partner
Jacksonville
T 904.798.5457
Missy.Turra@hklaw.com
Miami
Related Practices: Real Estate I Hospitality, Resort and Timeshare I Residential and Master -Planned Communities
Land Use: Florida I Land Use and Government I Condominium Development and Conversion
Missy Turra is a condominium, resort and hospitality lawyer in Florida based in Holland & Knight's
Jacksonville and Miami offices. She is the practice group leader for the Southeast Real Estate
Practice Group and co-chair of the Condominium Development & Conversion Team. She has
practiced in the area of master planned communities, condominium, mixed use and resort
development for more than 20 years. Ms. Turra's broad experience includes resort and other mixed -
use and master -planned communities, including condominium, residential, hotel, multi -family, urban
redevelopment, office, industrial and shopping centers throughout the United States and the
Caribbean, with a particular emphasis in Florida.
Ms. Turra's experience as a hospitality and real estate attorney includes:
' representation of developers in connection with all aspects of real estate transactions
' representation of developers of mixed use developments consisting of resort, office, retail, hotel
and residential components, including without limitation, handling all development agreements,
leasing matters, operational issues and entitlement procurements
' representation of developers in connection with the acquisition and conversion of more than
2,000 condominium units
representation of developers in connection with the development of thousands of condominium
units, including registrations under the Florida Condominium Act and Interstate Land Sales Full
Disclosure Act
' representation of lenders in connection with loan restructures, deed -in -lieu transactions and
successor developer analysis
• representation of landlords and tenants in connection with complex commercial lease
transactions, including headquarter expansion and relocations
' representation of landowners in connection with procuring entitlements, land use, land planning
and development of regional impact matters
' representation of developer controlled associations, including daily operational matters, regime
restructuring, turnovers and collections
Ms. Turra previously served as the executive partner for Holland & Knight's Jacksonville office,
18
the practice group leader for the firm's Jacksonville Real Estate Group and was the Women's
Initiative coordinator for the Jacksonville office. She is a member of the firm's Profit Sharing Advisory
Committee; Hospitality, Resort and Timeshare Team; and Residential and Planned Development
Team. Ms. Turra frequently speaks at real property conferences and symposiums.
Ms. Turra competed on the varsity tennis team at the University of Maryland and plays in national
tennis competitions.
Honors & Awards
' The Best Lawyers in America guide, Real Estate Law, 2008-2018; Leisure and Hospitality Law,
2017, 2018
' The Legal 500 USA, Real Estate, 2018
The Best Lawyers in America guide, Jacksonville Real Estate Lawyer of the Year, 2017
Florida Super Lawyers magazine, 2009, 2010
Top Women in Florida Commercial Real Estate, Florida Real Estate Journal, 2008
Best Lawyers, Jacksonville Magazine, 2008
EVE Award Finalist, Florida Times Union, 2007
Florida Legal Elite, Florida Trend magazine, 2006
Up and Comer, Jacksonville Business Journal, 2005
' Order of the Coif, 1994
' Phi Beta Kappa, 1991
' Martindale -Hubbell AV Preeminent Peer Review Rated
Publications
FinCEN Geographic Targeting Order Affects Miami -Dade County Residential Purchases
Exceeding $1 Million, Holland & Knight Alert, January 26, 2016
Changes to Chapter 718, the Florida Condominium Act, in SB 1196, Holland & Knight Alert, July
23, 2010
' Help Has Arrived for "Successor" Developers Under the Florida Condominium Act, Holland &
Knight Alert, July 22, 2010
Fractured Condominiums in Florida: How Do We Pick Up the Pieces?, Holland & Knight Alert, July
8, 2010
' Florida Legislature Enacts Changes Affecting Condominium and Homeowner Association Laws,
Holland & Knight Alert, July 31, 2009
' Gentry Ruling Suggests Developers Must Be Prepared to Articulate a Legitimate Business
Purpose for Stacking ILSA Exemptions, Holland & Knight Alert, June 3, 2009
Senate Bill 360: Changes in Florida's Growth Management Laws, Holland & Knight Alert, May 15,
2009
' So You Think You're Not a Developer — Think Again! Successor Developer Considerations Under
the Florida Condominium Act, Holland & Knight Newsletter, February 2009
11th Circuit Court of Appeals Overturns Pukka -- A Long -Standing Interpretation Is Reestablished,
Holland & Knight Alert, January 13, 2009
So You Think You're Not the Developer of That Condo Hotel — Think Again!, Holland & Knight
Alert, November 12, 2008
' Condominium Hotels: How Developers and Hotel Operators Can Control the Shared Facilities
19
Without Overcontrolling Shared Facilities Expenses, Holland & Knight Newsletter, January 9, 2007
• How Developers and Hotel Operators Can Control the Shared Facilities Without Overcontrolling
Shared Facilities Expenses, Holland & Knight Alert, November 28, 2006
• Converter Reserve Accounts: To Fund or Not to Fund? - The Question Florida Condominium
Converters Must Answer, Holland & Knight Newsletter, September 29, 2006
Speaking Engagements
• Revitalizing Jacksonville's Downtown CRE Assets, Moderator, Bisnow Jacksonville State of the
Market, August 22, 2018
• North Florida Business Roundtable: Harnessing Innovation, Real Estate Panel, Holland & Knight,
March 15, 2018
' Unique Challenges with Condo Development in Urban Areas, Lorman Webinar, December 11,
2014
' Distressed Florida Condominiums and Planned Communities, Presenter, June 2010
• Purchasing and Operating Distressed Florida Condominiums and Planned Communities, Holland &
Knight Seminar Series, May 25, 2010
• Navigating Deals Through Today's Capital Markets, NAIOP Past President's Breakfast, December
2009
• Financing, Developing and Operating Mixed -Use Hospitality, Hotel Residences and Condo Hotels,
IMN's Annual Florida Symposium, 2008
• Third Annual Symposium on Financing, Developing & Operating Condo Hotels & Branded
Residences, December 3, 2007
• Legal Aspects of Condominium Development in Florida, Panelist, July 11, 2006
• Problem Solving for Condominium and Homeowners' Associations in Florida, May 10, 2006
11 Condominium Hotel Symposium, IMN, 2005, 2006, & 2007
Memberships
• Greenwood School, Board of Trustees
• San Jose Catholic, Strategic Planning Committee and Home & School Committee
• The Florida Bar, Real Property, Probate and Trust Section
• The Florida Bar, Environmental and Land Use Section
• Commercial Real Estate Women, Jacksonville Chapter
• Northeast Florida Builders Association, Associate Member
Education
University of Maryland School of Law, J.D., with honors
Is University of Maryland, B.A., English, cum laude
Bar Admissions
Florida
Attorney Advertising. Copyright 01996-2018 Holland & Knight LLP. All rights reserved.
20
Holland & Knight
Tomas E Castellanos
Associate
Miami
T 305.789.7476
Tomas.Castellanos@hklaw.com
Related Practice: Real Estate
Tomas E. Castellanos is a Miami attorney and a member of the firm's Real Estate Practice. Mr.
Castellanos focuses his practice on all aspects of commercial real estate transactions, including the
financing, acquisition, disposition, leasing and development of real estate assets.
While at the University of Notre Dame Law School, Mr. Castellanos served as the executive notes
editor for the Notre Dame Journal of Law, Ethics & Public Policy and as an intern for the U.S.
Securities and Exchange Commission (SEC) in Miami.
Prior to law school, Mr. Castellanos worked as a meteorologist for a weather consulting company,
where he provided bilingual weather forecasting services to public and private industry clients
throughout the Caribbean.
Honors & Awards
' Cornell University Dean's List
' University of Notre Dame Law School Dean's List
' University of Notre Dame Law School Dean's Award, Election Law
University of Notre Dame Law School Dean's Award, Local Government Law
Memberships
' Cuban American Bar Association
' Notre Dame Club of Miami
' Cornell Club of Greater Miami and the Florida Keys
• American Meteorological Society
Education
• University of Notre Dame Law School, J.D., cum laude
• University of Florida, M.A., Latin American Studies
' Cornell University, B.S., Atmospheric Science
Bar Admissions
21
Florida
Spoken Languages
English
Spanish
Attorney Advertising. Copyright 01996-2018 Rolland & Knight LLP. All rights reserved.
22
Holland & Knight
Vivian C de las Cuevas -Diaz
Partner
Miami
T 305.789.7452
vivian.cuevas@hklaw.com
Related Practices: Real Estate I Real Estate Finance I Financial Services I Latin America Practice
Condominium Development and Conversion I Cuba Action Team I Florida Government Advocacy
Vivian de las Cuevas -Diaz is a partner in Holland & Knights Miami office and serves as the deputy
section leader of the Real Estate Section. Ms. de las Cuevas -Diaz has experience representing
developers in a range of projects, including land development, multifamily, condominium, office and
single family development and hotels. She also handles the financing for these types of
developments, including institutions and mezzanine financing, public representation of complex real
estate transactions, as well as government relations. She also focuses on joint venture negotiations
for these transactions at all levels.
Ms. de las Cuevas -Diaz has extensive experience in complex real estate transactions for developers,
family offices, and equity investors for acquisitions, developments and construction, institutional
lenders in commercial lending for various types of projects and developments in the United States,
as well as asset -based loans secured by real estate, inventory, equipment receivables and
securities.
Ms. de las Cuevas -Diaz focuses on guiding institutional lenders toward resolutions for troubled loans
and complex workouts. She is called on to assist clients in developing solutions for complex real
estate transactions.
Ms. de las Cuevas -Dials special assets experience includes representation of lenders and
developers across the U.S. with respect to forbearance, negotiation of loan modifications,
restructuring and workouts on behalf of lenders and borrowers for various types of loans, deeds -in -
lieu of foreclosure, note purchase, and sales and foreclosures affecting numerous commercial
properties located throughout the state and nation.
Honors & Awards
• The Legal 500 USA, Real Estate, 2017, 2018
' Top Influential Business Women, South Florida Business Journal, 2016
Top 20 "Women in Law," Daily Business Review, 2015
Top Lawyer, South Florida Legal Guide, 2015-2018
• Top Up and Comer, South Florida Legal Guide, 2013, 2014
Rising Star, Florida Super Lawyers magazine, 2010-2016
P91
' Minority Corporate Counsel Association (MCCA) Rainmaker, 2014
' Latin America's Legal Rising Stars, Latin Business Chronicle, 2013
' Florida Legal Elite "Up and Comer," Florida Trend magazine, 2006-2009, 2011
' Florida Super Lawyers, Law & Politics magazine, 2010, 2012
' 20 Under 40, Miami Herald
' 40 Under 40, South Florida Business Journal
' 40 Under 40 Outstanding Lawyers of Miami -Dade County, Cystic Fibrosis Foundation
' Hispanic Women of Distinction, Bank of America and Latin Style Magazine
' Key Partners Award, Real Estate Law Finalist, South Florida Business Journal
Publications
' Real Estate Developers Taking Careful Approach to Market, South Florida Legal Guide, April 6,
2018
Speaking Engagements
' Financing Deals in Today's Equity & Debt Markets, CREW -Miami Monthly Luncheon, May 23,
2018
' South Florida Market Update: Doing Business in the Current Economic Climate, Moderator,
Current State of the Market — What Is Miami's Future?, Holland & Knight Program, May 10, 2018
' The Evolving South Florida Law Firm Office, CBRE Florida, May 9, 2018
' Miami's Economic Ecosystem, Moderator, Bisnow: Miami State of the Market, September 26, 2017
' South Florida: Doing Business in the Current Economic Climate, Moderator, Current State of the
Market — What Is Miami's Future?, Holland & Knight Program, May 11, 2017
' International Economic Forum of the Americas World Strategic Forum, Global Real Estate Outlook:
Driving Investment and Innovation, April 19-20, 2017
' Legal Challenges Posed by Unconventional Financing Structures, Georgetown Law Hotel &
Lodging Legal Summit, October 28, 2016
' Connecting the Transit Dots in South Florida, Bisnow Power Series: Women of Influence, July 28,
2016
' South Florida Market Update — Utility Work Ahead: Overcoming Infrastructure and Environmental
Hurdles, Holland & Knight Program, May 19, 2016
' IEFA World Strategic Forum, Global Trends in Real Estate Investment, April 11-12, 2016
' Dade County Bar Association's Bench and Bar Conference, Real Estate and Project Finance
Panel, February 26, 2016
' South Florida Market Update - Navigating South Florida: Paradise Regained, Holland & Knight
Program, May 14, 2015
' Lima Chamber of Commerce's Business Opportunities in Florida Conference, March 25, 2015
' Dade County Bar Association's Bench and Bar Conference, Real Estate Development & Zoning in
South Florida, February 20, 2015
' Best Practices in Handling Foreclosure Related Motions, The Daily Business Review's A View
From the Bench: Foreclosures, Motions & Ethics, Moderator, January 30, 2015
' Opportunities & Challenges in Business Lending Today, South Florida Commercial Real Estate
Lending Conference, October 31, 2014
' 2014 CREW Network Convention & Marketplace, September 30 - October 3, 2014
24
' Dade County Bar Association Bench & Bar Conference, Moderator, Commercial & Residential
Foreclosure Law & Loan Modifications , February 28, 2014
' Health Reform and Impact on the Industry, Real Estate Transactions & Litigation, DCBA Corporate
Law & Bench and Bar Conference, February 8, 2013
Memberships
' Coral Gables Community Foundation, Board Member
' Florida Federal Judicial Nominating Commission - Southern District
' Cuban American Bar Association, Past President, Foundation Board Member
' Leadership Florida, Class XXXIV
' American Red Cross, Board Member
' Florida International University School of Law, Board Member
' Commercial Real Estate Women (CREW) of Miami
' Latin Builders Association
' Beacon Council, Board Member
Education
Tulane University Law School, J.D.
' Florida State University, B.S.
Bar Admissions
' Florida
Spoken Languages
' English
' Spanish
Attorney Advertising. Copyright 01996-2018 Holland & Knight LLP. All rights reserved.
25
Holland & Knight
Miguel A De Grandy
Partner
Miami
T 305.789.7535
Miguel.deGrandy@hklaw.com
Related Practices: Litigation and Dispute Resolution I Land Use and Government I Land Use: Florida
Government Contracts I State and Local Government Procurement I Florida Government Advocacy
Miguel De Grandy is a partner in Holland & Knights Miami office and the practice group leader for
the South Florida Government Advocacy and Development Group. He practices in the area of
litigation and dispute resolution with particular emphasis on governmental, administrative, land use
and procurement law. Mr. De Grandy has an in-depth understanding of the govemmental, regulatory
and administrative processes in the state of Florida as a result of serving as a member of the Florida
House of Representatives from 1989-1994, including being the ranking member of the Judiciary
Committee and chairman of the Cuban -American Caucus of State Legislators from 1992-1993.
Mr. De Grandy represents clients before governmental, administrative and regulatory agencies at all
levels on a variety of matters, as well as related litigation before administrative bodies and the courts.
For governmental and private entities, he also counsels on redistricting, complex annexation and
incorporation issues. Mr. De Grandy has represented clients in some of the largest public
procurement processes in Miami -Dade County and has litigated some of the most complex bid
protests both locally and at the state level. He has also represented clients in judicial appellate
proceeding resulting from bid protests. Routinely, Mr. De Grandy helps to guide his clients through
the regulatory issues that affect their business interests.
With more than 35 years of experience, including as a Miami -Dade County assistant state attorney,
Mr. De Grandy is well -versed in high -profile trials and highly contested matters. He has also served
in several capacities in disputes dealing with redistricting and the Federal Voting Rights Act. Mr. De
Grandy has spearheaded significant legislation and other policy matters, including the Rosewood
Claims Bill that recognized the losses suffered by the residents of a small town in Levy County, Fla.,
due to racial violence in the 1920s. He also acted as lead plaintiff and co -counsel in De Grandy, at al
v. Wetherell, a federal Voting Rights Act action against the Florida Legislature for violation of the
federal voting rights of minority citizens in Florida in the enacted Reapportionment Plan.
Consequently, several African -American members of Congress from Florida were elected for the first
time in 100 years and Florida's Hispanic representation in Congress was also increased.
Honors & Awards
' Most Effective Lawyer Finalist, Lobbying, Daily Business Review, 2014
' Attorney of the Year, Latin Builders Association, 1995
' The Most Effective Republican Member of the Florida House of Representatives, The Miami 26
Herald, 1990-1994
' Martindale -Hubbell, AV Preeminent® Peer Review Rated
Speaking Engagements
' St. Thomas University Law School Symposium, Distinguished Lecturer and Panelist, April 2011
' University of Miami Law Review Election Law Symposium, Distinguished Lecturer, February 2005
Memberships
' Miami -Dade County Domestic Violence Oversight Board, Chairman, 2018
' Florida Speakers Advisory Committee on Historic Preservation, 2006-2008
' Miami -Dade County Charter Review Committee, 2001, 2007
' State University System of Florida, Florida Board of Governors, 2003-2004
' Bush -Cheney 2004 Campaign, Legal Regional Chair, 2004
' State of Florida Energy 2020 Study Commission Member, 2000-2001
' Florida State Conference of Black Legislators, Honorary Member, 1994
' The Florida House of Representatives, Cuban -American Caucus, Chairman, 1992-1993
Education
' University of Florida Levin College of Law, J.D.
' University of Florida, B.S., Business Administration, with honors
Bar Admissions
' Florida
Court Admissions
' U.S. Supreme Court
' U.S. District Court for the Southern District of Florida
Spoken Languages
' English
' Spanish
Attorney Advertising. Copyright O 1996-2018 Holland & Knight LLP. All rights reserved.
27
Holland & Knight
Richard A Perez
Partner
Miami
T 305.789.7630
Richard.Perez@hklaw.com
19
Related Practices: Corporate Services I Land Use and Government I Real Estate I Florida Government Advocacy
Public -Private Partnerships I Land Use: Florida
Related Client Sector: Transportation & Infrastructure
Richard Perez is a transactional lawyer who practices in the areas of corporate and governmental
law. In addition to a general corporate practice, Mr. Perez has extensive experience in governmental
transactions, including procurement matters and public -private joint ventures.
Mr. Perez represents sponsors, concessionaires and other project participants in relation to capital -
intensive projects in the U.S., including public -private partnership (P3) infrastructure projects and
privatization transactions.
Mr. Perez's recent engagements include:
' counsel to the bidders in connection with the bid to lease, maintain, operate and receive toll
revenues from the Florida Department of Transportation's (FDOT) long-term lease of Alligator
Alley (also known as the Everglades Parkway), a 78-mile section of Interstate 75 in South Florida
' representation of concessionaire in the $1.78 billion Interstate 595 Project in Florida's Broward
County, named the "2009 North American Transport Deal of the Year' by Project Finance
magazine; this is the first P3 infrastructure project in Florida and the first availability -based
structure in the U.S. market
' representation of successful bidders in a public -private transaction with the City of Miami to
lease, develop and finance a mixed -use marina, restaurant and commercial development on city -
owned waterfront property
Prior to joining Holland & Knight, Mr. Perez served as General Counsel to the Florida Department of
State, where he managed all legal matters pertaining to the 2004 presidential election. In addition, he
represented the Florida House of Representatives on issues regarding redistricting and advised the
federal court on the re -drafting of state legislative districts in the State of Georgia.
Honors & Awards
' Most Effective Lawyer, Lobbying, Daily Business Review, 2014
' Top Lawyer, South Florida Legal Guide, 2014-2017
' Top Up and Comer, South Florida Legal Guide, 2008-2011
m
Publications
2009 Florida Legislative Session Recap, Co -Author, Eyes on Tallahassee Recap, May 15, 2009
Memberships
• Miami Dade Urban Debate League (MDUDL), Board of Directors
• Judicial Nominating Committee for the 11th Circuit Court of Florida
Education
• University of Miami, B.A., magna cum laude
• Harvard Law School, J.D.
Bar Admissions
Florida
Court Admissions
U.S. Supreme Court
Spoken Languages
• English
• Spanish
Attorney Advertising. Copyright ®1996-2018 Holland & Knight LLP. All rights reserved.
29
Holland & Knight
Stacy Watson May
Consulting Counsel
Jacksonville
T 904.798.7321
Stacy.WatsonMay@hkiaw.com
Related Practices: Real Estate I Environmental Litigation I Environment I Environmental Advocacy
Environmental Transactions
Stacy Watson May is a Consulting Counsel in Holland & Knight's Jacksonville office. She counsels
a variety of industrial and commercial clients such as manufacturers, facility owners and developers
with environmental compliance and enforcement actions across multiple states as well as at the
federal and local levels. For these clients, she regularly negotiates reduced penalties with
government agencies. Ms. Watson May assists in the design of corrective action plans and
environmental management systems to meet the requirements of the Clean Air Act, the Clean Water
Act, the Resource Conservation and Recovery Act (RCRA), and hazardous materials handling and
permitting matters.
Ms. Watson May handles civil and administrative litigation involving permit challenges, mining
operations, cost recovery, indoor air quality issues, Legionnaires' disease and toxic torts.
For property owners and investors, Ms. Watson May handles litigation and transactions involving the
purchase, sale and redevelopment of environmentally impacted properties. She pilots clients through
the environmental due diligence of real estate and manufacturing operations in large mergers and
acquisitions at the state, multistate and multinational levels. These deals often involve significant
residential, commercial and condominium developments as well as condominium conversions. She
also counsels lenders and developers regarding environmental concerns of foreclosed properties.
Ms. Watson May has completed the Florida supreme court training for Circuit Civil, Family, and
County Mediations.
Experience
' Administrative Litigation and Compliance
Advocated on behalf of a transportation industry client in numerous administrative enforcement
actions regarding federal hazardous materials transportation requirements
Defended an aircraft industry client in hazardous waste and air permit administrative
enforcement actions regarding federal and state regulatory requirements
Guided property owners through state requirements for remediating petroleum, dry cleaning,
solvents, pesticides and other compounds and the effect on property acquisition, continued
access requirements and obtaining no further action determination from the state 30
• Represented property owners in connection with challenges to dock permits and submerged
land leases
Guided a manufacturer through self -reporting of EPCRA and NESHAP/MACT non-compliance
discovered in an environmental audit
Guided a chemical manufacturer through solid and hazardous waste evaluations of products
and waste streams
' Cost Recovery/Property Damage Litigation
• Represented potentially responsible parties in multiple CERCLA cleanup actions filed by the
EPA and third -party cost recovery actions
• Represented property owners in private cost recovery suits for environmental contamination
discovered post -closing
• Defended a landowner in a private cost recovery action filed by former operators of a landfill
• Defended an industrial client when a school board developed its property as an elementary
school without proper cleanup of known lead and arsenic in soil
• Represented property owners regarding claims of exposure in mold, asbestos and
Legionnaires' cases, and guided management and maintenance staff through remedial
measures
• Defended numerous industrial tenants in suits brought by landlords alleging contamination of
leased premises by tenants
• Defended a breach of contract action by a surface landowner in a mineral rights dispute
' Toxic Tort Litigation
Defended industrial clients in third -party claims regarding environmental justice and nuisance
associated with dust, noise and vibration in the context of a permit challenge and in actions
filed due to landfill operations
Handled a citizen complaint of noxious odors from an industrial facility in a minority
neighborhood
' Transactions
• Managed environmental due diligence for numerous acquisitions of businesses and
manufacturing facilities
• Represented numerous buyers and sellers of properties impacted by dry cleaning solvents
• Prepared environmental indemnity and remediation agreement for a variety of buyers and
sellers
• Represented numerous property owners in the sale of property with environmental impacts
requiring remediation prior to the transfer of title
Honors & Awards
' The Best Lawyers in America guide, Litigation — Environmental, 2015-2018
Florida Legal Elite "Up & Comer," Florida Trend Magazine, 2007
' Martindale -Hubbell AV Preeminent Peer Review Rated
Publications
Corporate Compliance Answer Book, Environmental Law Chapter, Practising Law Institute, 2018
31
Edition
CMS Memorandum Requires Legionella Risk Reduction in Healthcare Facilities, Holland & Knight
Healthcare Blog, October 11, 2017
Corporate Compliance Answer Book, Environmental Law Chapter, Practising Law Institute, 2017
Edition
2015 Florida Legislative Update, The Reporter: The Environmental and Land Use Law Section,
September 2015
Corporate Compliance Answer Book, Environmental Law Chapter, Practising Law Institute, 2016
Edition
2015 Florida Legislative Update: Environment, Growth Management and Water, Holland & Knight
Alert, July 1, 2015
Corporate Compliance Answer Book, Environmental Law Chapter, Practising Law Institute, 2015
Edition
Think Asbestos Has Been Banned?, Association of Corporate Counsel North Florida Chapter
Newsletter, July 19, 2014
Corporate Compliance Answer Book, Environmental Law Chapter, Practising Law Institute, 2014
Edition
Rising Environmental Enforcement: Keeping Your Client Out of the Clink, Association of Corporate
Counsel North Florida Chapter Newsletter, Fourth Quarter2013
Corporate Compliance Answer Book, Practising Law Institute, 2010 Edition
Corporate Compliance Answer Book, Practising Law Institute, 2009 Edition
Penalties Are Not Just a Cost of Doing Business, Holland & Knight Newsletter, Fourth Quarter
2007
Florida Adopts "Global" RBCA Cleanup Rule, Holland & Knight Newsletter, May 23, 2005
Speaking Engagements
• The Florida Chamber's Annual Environmental Permitting Summer School, What To Expect When
Being Inspected, July 17-20, 2018
• The Florida Chamber's Annual Environmental Permitting Summer School, What To Expect When
Being Inspected, July 18-21, 2017
• Filling the Gaps: Opportunities and Obstacles in Urban Infill Development, ULI Florida Summit, May
26,2017
• Successful Transactions: Navigating M&A Issues, Key M&A Environmental Issues: From Diligence
to Closing, Reducing Risk Domestically and Abroad, Holland & Knight Program, May 17, 2017
• Ethical Issues in Mediations, 10th Annual N.E. Florida CME Seminar for Mediators, Florida Coastal
School of Law, June 2, 2016
• Documenting the Settlement, National Business Institute's Mediation in Florida: Keys to Effective
Settlement Negotiations, December 4, 2015
• Key Tools for Developers and Lenders: How to Successfully Close Real Estate Transactions
Despite Environmental Issues., Jacksonville Bar Association, September 16, 2015
• The Florida Chamber's Annual Environmental Permitting Summer School, Avoiding Ethical Pitfalls
While Working with Government, July 23-25, 2014
• Key Tools for Developers and Lenders, Holland & Knight Program, May 21, 2014
• Corporate Compliance with Environmental Laws, 15th Annual North East Florida Environmental
Law Summit, February 27, 2014
32
' Rising Criminal Enforcement: Keeping Your Client Out of the Clink, ELULS Annual Update
Session, 2013
' Lender Liability in Foreclosure — Are Lenders Protected?, ELULS Annual Update Session:
Commercial Lending Update: Commercial Lending Update: From Lender Liability in Foreclosures to
Current Market, 2011
' Ethical Considerations in Mediations of Commercial Cases, 4th Annual Northeast Florida
Continuing Mediator Education Seminar, June 2011
° How to Respond to an Environmental Audit of Your Facility, ACCA Webcast, September 2007
° Institutional Controls - Florida has RBCA - Does it Need UECA?, Moderator, Florida Chamber of
Commerce Annual Summer School Permitting Course, July 2007
° Managing Environmental Liabilities for Residential Development, Including Condominium
Conversions, Lorman Seminar, 2006-2007
International Environmental Moot Court Competition, Judge, Stetson Law School Annual
Competition, November 2006
The Ethical and Legal Obligation to Disclose and Report Contamination, Florida Bar Environmental
and Land Use Section Annual Update, August 2006
' Risk -Based Closure Assessment and Brownfields, Florida Administrative Code 62-785, Florida
Brownfields Conference, October 2005
° Global RBCA in Florida - An Overview of Florida Administrative Code 62-780, Florida Association
of Environmental Professionals - Northeast Chapter Annual Conference, May 2005
Memberships
' Jacksonville Bar Association, Practicing with Professionalism Section, Chair, 2013, 2014
' Jacksonville Bar Association, Environmental and Land Use Committee, 1997 - present; Committee
Co -Chair, 2014, 2015
' Jacksonville Bar Association, Diversity Committee, 2012-2014; 2015 Diversity Awards Chair
° Jacksonville Bar Association, Young Lawyers Section, Board of Governors, 1999-2000
' Urban Land Institute North Florida, Program Committee Member, 2014-present
° Northeast Chapter of the Florida Association of Environmental Professionals, Board Member,
1999-2001
° The Florida Bar Environmental and Land Use Law Section, 1997 - Present
• The Florida Bar Client Security Fund Committee, 2002-2005
' The Florida Bar Law Office Management Assistance Service (LOMAS) Advisory Board Member,
2012-2015
' Chester Bedell Inn of Court, Associate 1999-2000, Banister 2010-2013
Education
' The John Marshall Law School, J.D.
° University of Florida, B.A.
Bar Admissions
' Florida
Court Admissions
' U.S. District Court for the Middle District of Florida
33
U.S. Supreme Court
Attorney Advertising. Copyright 01996-2018 Holland & Knight LLP. All rights reserved.
34
Holland & Knight
Ken Richie
Partner
Orlando
T 407.244.1156
ken.richie@hkiaw.com
Miami
T 305.789.7406
Related Practices: Construction I Litigation and Dispute Resolution
Kenneth R. Richie is a partner in Holland & Knights Orlando and Miami offices. He is a member of
the charter class of Board Certified Construction Lawyers in Florida and is a Certified Circuit Civil
Mediator.
Mr. Richie's practice focuses on both domestic and international construction projects, contracting,
and state and federal government contracts. He represents owners, general contractors,
subcontractors, manufacturers and material suppliers in contract drafting and litigation on a range of
industrial, commercial energy and infrastructure projects, including commercial buildings,
transportation facilities, industrial complexes, and large residential complexes. Mr. Richie also has
extensive experience in the area of creditors' rights.
Prior to joining the firm, Mr. Richie served as a captain in the U.S. Army. He was a member of the
U.S. Army Judge Advocate General's Corp, and was posted at Fort Stewart, Ga., with the 24th
Infantry Division (Mach). Mr. Richie was also a special assistant U.S. attorney for the Southern
District of Georgia.
Mr. Richie lectures frequently on various topics relating to the construction industry.
Experience
• Construction Disputes
• Pursuit of claims totaling $18 million, and defense of claims, arising from the design of an oil
refinery campus
• Pursuit of claims totaling $50 million for the construction of a major airport terminal
• Pursuit of claims totaling $14 million for water intrusion on a multi -building apartment complex
• Defense of claims totaling $4.5 million on a multi -building condominium complex
• Construction Transaction
Negotiated and drafted the contract suite for the construction of a $200 million commercial
chemical plant
Honors & Awards
35
The Best Lawyers in America guide, Litigation - Construction, 2018
Florida Bar Board Certified Construction Lawyer
Florida Super Lawyers magazine, 2007, 2012-2014
Martindale -Hubbell AV Preeminent Peer Review Rated
Florida Supreme Court Certified Circuit Court Mediator
Publications
Florida Court Rules on Statute of Limitations for Claims Against Subcontractors Under
Performance Bonds, Holland & Knight Alert, June 12, 2009
Right of Soldiers to Terminate Residential Leases, Holland & Knight Newsletter, January 22, 2002
Speaking Engagements
• What To Do When Construction Projects Go Bad, Construction Issues, Does that Clause Really
Say What I Think It Says, Lorman Seminar, May 9, 2012
• Construction Law Survival 101: How to Navigate the Shark Tank, Holland & Knight LLP Seminar,
October 14, 2011
• Presentation of the New AIA.A201 (2007) and Consensus Docs 200, Holland & Knight LLP
Seminar, November 19, 2008
• Collection Law Tips and Strategies, NBI Seminar, September 2007
• Using a Construction Lien to Get Your Money, NBI Seminar, June 2007
11 Florida Construction Lien Law, Lorman Seminar, April 11, 2002
Education
' University of Memphis Cecil C. Humphreys School of Law, J.D.
• University of Memphis, B.A.
Bar Admissions
• Florida
• Tennessee
Attorney Advertising. Copyright O 1996-2018 Holland & Knight LLP. All rights reserved.
36
Holland & Knight
Jorge R Escobar
Associate
Miami
T 305.789.7521
Jorge. Escobar@hklaw.com
Related Practices: Real Estate I Real Estate Finance I Commercial Real Estate Leasing
Condominium Development and Conversion
Jorge R. Escobar is an associate in Holland & Knight's Miami office and a member of the firm's Real
Estate practice. Mr. Escobar focuses his practice on the representation of clients in all aspects of
commercial real estate transactions, including the acquisition, disposition, development and finance
of condominium, office, hotel, warehouse and mixed -use projects.
Mr. Escobar regularly represents local and national institutional lenders in connection with complex
commercial loan transactions, including construction loans, permanent loans secured by real estate,
asset -backed loans, collaborative modifications and workouts as well as distressed asset sales and
acquisitions.
Additionally, Mr. Escobar represents both private and public clients in the purchase, sale, leasing,
and the development and financing of commercial real estate transactions.
Speaking Engagements
• Transactional Law: The A, B, C's of How to Document the Deal, 2017 Desayuno con CABA
Breakfast CLE Series, March 29, 2017
' FIU Law — Cuban American Bar Association's Networking 101, Miami, March 4, 2015
Memberships
' United Way of Miami -Dade Young Leaders
• The Florida Bar, Professional Ethics Committee, 2017-2020
• Florida International University President's Council
' Cuban American Bar Association
• American Bar Association
• Florida International University Alumni Association
• Urban Land Institute
Education
St. Thomas University School of Law, J.D.
37
Florida International University, B.S.
Bar Admissions
Florida
Spoken Languages
• English
• Spanish
Attorney Advertising. Copyright O 1996-2018 Holland & Knight I.I.P. All rights reserved.
C�> Bilzin Sumberg
*-I,' RIq-YS AT LAW
Materials Prepared for
Thomas Pepe, City Attorney
City of South Miami
SoutO'Mi lami
August 14, 2018
Attorney Contact
Albert E. Dotson, Jr.
P: 305-350-2411 1 F: 305-351-2217 1 E: adotson@bilzin.com
K6'1
C,> Bilzin Sumberg
A'TORNEYS AT LAW
TABLE OF CONTENTS
Firm Information............................................................................................................................................2
Our P3 Practice..............................................................................................................................................3
Select Transactional P3 Experience.............................................................................................................4
Select Bid Protest Experience...
Attorney Biographies
AlbertE. Dotson, Jr...................................................................................................................................9
EricSinger..............................................................................................................................................12
AndrejMicovic........................................................................................................................................14
EliseHoltzman........................................................................................................................................16
CarterN. McDowell.................................................................................................................................17
SuzanneAmaducci-Adams....................................................................................................................19
40
C;li Bilzin Sumberg
FIRM INFORMATION
Firm Overview
Bilzin Sumberg is a commercial law firm dedicated to delivering the highest quality legal counsel to a wide range of
distinguished clients. Through experience, talent, and a sophisticated understanding of complex legal and corporate
nuances, we help guide, protect, and grow our clients' businesses.
Bilzin Sumberg is the firm of choice for international companies doing business in Florida, and is at the helm of many
of the region's exciting projects and most complex cases. A concentrated presence in Florida, coupled with our global
reputation for excellence, has secured our position as Florida's preeminent law firm. Our clients' industries vary from
financial services to healthcare, hospitality, real estate, manufacturing, transportation, homebuilding and more.
At Bilzin Sumberg, we view each of our clients and the matters in which we represent them as unique and of
paramount importance. At every stage of the process, we ensure that our clients are fully informed and we remain
available to respond to any questions or concerns. Since all of our attorneys work out of our Miami office, we are able
to work together seamlessly on our clients' behalf.
Our Attorneys
Our clients know that preeminent legal minds will be working on their matters. With diverse backgrounds in financial
consulting, banking, accounting, engineering, and city government, our attorneys bring a wealth of knowledge in
structuring sophisticated transactions and navigating complex, multilateral disputes for high net worth individuals and
global companies alike.
Our ability to attract, develop, and retain top talent - both nationally known legal luminaries and rising stars - means
our clients can always expect to receive the highest quality of service.
Our attorneys are also heavily involved in the community, both through our Bilzin Sumberg Cares outreach program
and individual philanthropy. You will find our attorneys serving on the boards of national and regional organizations,
and volunteering for charities such as United Way of Miami -Dade, Legal Services of Greater Miami, Voices for
Children, Lawyers for Children America and Habitat for Humanity.
Our Project Management & Technology
We use leading technology and industry best practices to increase the efficiency of our service delivery and control
costs. Specialized software allows our attorneys to quickly search and find relevant, existing work product.
Each of our practice groups has built models that assist us in estimating costs for specific tasks and aligning our
pricing strategy with our clients' budgets. Our legal project management ("LPM") program has received significant
notice, and two of our partners sit on a national advisory council developed by industry consultants.
Our History
In 1998, our founding partners left their New York law firms to set up a new partnership in Miami. The goal was to
create a law firm with the capability and experience to excel in a national arena and the agility to tailor our services to
individual clients in a personal and meaningful way. Today, we have come to realize that vision. In the past decade,
our firm has grown from a local legend into a national powerhouse from a diverse array of specialized backgrounds.
We will continue to pay close attention to our clients' businesses and industries, and evolve with market and client
requirements. While Bilzin Sumberg is a firm on the move, one thing is constant: our commitment to making our
clients' strategic visions a reality.
41
C� Bilzin Sumberg
ATTORNEYS AT LAW
OUR P3 PRACTICE
Bilzin Sumberg's Public Private Partnership (P3) team has acted as transactional counsel on various multi -billion
dollar public -private partnerships, both in Florida and throughout the United States. We routinely represent public
sector clients, as well as domestic and foreign investors and consortia in projects across a variety of asset classes,
including government centers, convention centers, transportation, water and sewer facilities, rail and transit facilities,
courthouses, sports facilities, healthcare and life sciences facilities, educational institutions, and parking structures.
Our services are wide -reaching, but focus on:
• Transactional Work and Project Finance, including negotiating long-term concession agreements or leases
and other project documents, and taking the lead role in financing and structuring projects utilizing both
public and private finance approaches;
• Government Contracting, including structuring teams and consortia, assisting clients with evaluating and
responding to government solicitations and preparing oral presentations, legal analysis, and advocacy
before selection committees and administrative personnel; and
• Bid Protests, including defending and prosecuting bid protests at all levels of government and in the courts.
INDUSTRY SECTOR EXPERIENCE
$678,613.907
$429,000,000
$7,938,000,000
$2,902,000,000
M Water
Transportation
=Social/Government Buildings
M Public Housing $25,291,320,365
M Other
TOTAL: $37,238,934,272
The above chart indicates our attorneys' collective P3 experience across industry sectors and is based upon project
value to date.
42
_�o Bilzin Sumberg
SELECT TRANSACTIONAL P3 EXPERIENCE
• $1 Billion Miami Dade College P3 Cultural Center and Mixed -Use Development
Representation of Miami Dade College as lead P3 counsel in connection with a proposal for a $1 billion mixed -
use development and cultural center in the heart of Miami's central business district. Our team assisted the
College in its review of the submitted Unsolicited Proposal and the proceeding public procurement process to
solicit a development partner in accordance with Florida law.
• $900 Million Miami -Dade County Probate and Civil Courthouse P3
Representation as both local and co -transactional P3 counsel of a consortium led by Meridiem and EIIisDon in
its bid to design, build, finance, operate, and maintain a new 600,000 square foot probate and civil courthouse in
Miami -Dade County. While the initial request for qualifications for this project was cancelled, we continue to
represent the consortium in the procurement.
. Public -Private Partnership Counsel for Seminole State College in Florida
Representation of a public state college in Central Florida as P3 Counsel regarding the procurement of public -
private partnership (P3) to expand its 43-acre campus to accommodate 9,000 full-time students. The proposed
P3 development will create more than 1.4 million square feet of space, including 950,000 square feet of
classrooms, 450,000 square feet of mixed -use retail space, and multifunctional outdoor spaces.
• Miami Dade College Medical Campus Public -Private Partnership
Representation of Miami Dade College as lead P3 counsel in its invitation to negotiate (ITN) for the public -
private development of a 4.5 acre area in the Miami Healthcare District. The proposed medical campus
expansion includes a 170,000 square foot state-of-the-art center for learning and innovation, a 1,450-space
parking facility, and a private mixed -use development. Handled the management of the procurement process to
select the college's private partner, governmental permitting and environmental issues, and project financing, as
well as negotiating all real estate, joint venture, and related agreements with the selected developer.
• 160-Acre Mixed -Use P3 Recreational Destination
Lead P3 counsel to 13 Piste LLC, an entity led by a prominent Argentine developer, in connection with a 160-
acre public -private partnership on underutilized land owned by Miami -Dade County. Negotiated a 90-year lease
and development agreement with the County and handled negotiations with community partners, including three
not -for -profit organizations currently located on the property, Florida Memorial University, and the Miami -Dade
County School Board. The project includes public and private elements such as a government center,
community center, bicycle course, vocational training facilities, a two-mile driving course and clubhouse facility
for vintage car owners and enthusiasts, a hotel, retail space, and restaurants. It will involve a private capital
investment of more than $100 million and more than $1 billion in new revenue to the County through lease
payments and new real estate taxes.
• $1 Billion Proposed Miami Beach Convention Center P3
Representation of a consortium as lead P3 counsel in proposed P3 redevelopment of Miami Beach Convention
Center and development of a new convention center hotel. We represented the preferred proponent throughout
the government procurement and contracting phase and certain corporate structuring related work, including
developing the strategy for responding to the City's RFQ, preparation for oral presentations before two
evaluation committees, negotiation of a comprehensive P3 agreement with the City, responding to various legal
challenges, and navigating through the political landscape of a concurrent mayoral election, city manager
selection process, and city commission elections. The City uftimately rejected all proposals received.
• $300 Million Coral Gables City Center P3
Representation of a consortium as lead P3 counsel in response to a Request for Proposal by the City of Coral
Gables for a mixed -use public -private partnership project to redevelop two public municipal garage sites with
private development. Guided client through the multiple stage process, resulting in selection by the Coral
Gables City Commission as the preferred proponent to negotiate for the development of the project.
43
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,%-TGRNEVS AT LAW
* $300 Million City of North Miami Beach P3 Water Utility Contract
Representation of CH2M/Jacobs in securing the award of a $300 million Public -Private Partnership (P3)
contract to manage, upgrade, operate, and maintain the City of North Miami Beach's water and wastewater
utility, which serves 180,000 customers both within and outside the city limits. The agreement utilizes a DBOM
model. Our team assisted CH2M in navigating the competitive procurement process, contract negotiations, as
well as stiff union opposition, and we continue to advise CH2M with respect to contract -management,
regulatory, and customer -service issues.
. $2.4 Billion High -Speed Passenger Rail Project
Representation of All Aboard Florida, an affiliate of Florida East Coast Industries, Inc., in the procurement, land
acquisition, and development of portions of the $2.4 billion high-speed passenger rail project connecting South
and Central Florida. Passenger service will be created in central Florida and will continue on Florida's east
coast, with new stations planned in Orlando, Miami, Fort Lauderdale, and West Palm Beach. Our representation
has included representing All Aboard in the public -procurement process for the downtown Miami station,
including contract negotiations with the City of Miami, the financing of the Ft. Lauderdale and West Palm Beach
stations, and regulatory work associated with all components of the project.
. $1 Billion P3 Redevelopment of Bridgeport Landing Development and Marina in Connecticut
Representation of a real estate developer in the $1 billion P3 development of public infrastructure (including a
marina, lighthouse, boardwalk, heliport, and parking garages) and an integrated mixed -use development
situated on the 52-acre Steel Pointe peninsula in Bridgeport, Connecticut. Our representation has included
representing the project sponsor through the procurement process, negotiation of the comprehensive
agreement and subleases, and financing for multiple phases of the project, which is now operational.
• Community Revitalization Project in Vallejo, California
Representation as P3 transactional counsel of a consortium in its bid to develop, finance and maintain a
public/private community redevelopment project in Vallejo, California. We successfully represented the client in
the negotiation of an exclusive right to negotiate agreement with the City of Vallejo. Our scope includes the
negotiation of all project and financing documents with respect to the project.
• $300+ Million Public Housing Public -Private Partnership (P3) Project in Miami
Representation of Related Urban Development Group, a developer of affordable housing, as lead P3 counsel in
a $300+ million public housing P3 redevelopment project, "Liberty Square Rising;' the first P3 public housing
project in Miami -Dade County which establishes a new model for the design, construction, financing, operation,
and maintenance of large-scale public housing developments and related social services. Successfully
navigated through a contested and complex procurement process, ultimately securing P3 development rights for
the 50-acre project located in the City of Miami. After award, successfully negotiated a complex P3 development
agreement, which includes several novel provisions and is the first of its kind, with the Miami -Dade County
Attorney's Office.
• $400 Million Miami Dolphins Stadium Modernization Project
Representation of the owners of Miami Dolphins and Sun Life Stadium as lead counsel in connection with a
$400 million stadium modernization project. Our representation involved financing strategy, contract
negotiations with Miami -Dade County and the City of Miami Gardens, and post -award contract compliance.
. Public -Private Partnership Transit -Oriented Development in City of Miami
Representation of developer as lead counsel throughout procurement process in successfully securing public -
private partnership project with Miami -Dade County for the joint development of a Metrorail Transit corridor at
the Overtown Metrorail Station in Miami, Florida.
• Redevelopment of Hotel and Convention Center on Property Owned by the City of Miami [BSBPA1]
Representation of Hyatt in connection with the proposed redevelopment of a riverfront hotel and convention
center on property owned by the City of Miami, including negotiation of ground lease and development
agreement.
. Public -Private Partnership Mixed -Use Development in Coconut Grove
Representation of developer throughout procurement process in successfully securing public -private partnership
project with Miami -Dade County for the joint development of a Metrorail transit corridor located in Coconut
Grove, Florida.
• Transit -Oriented P3 Development at Miami Metromover Station
Lead Procurement and transactional counsel to Malaysian -based Resorts World in their multi -modal P3
development of a mass -transit hub in Downtown Miami. The project includes an automated people mover
(APM) terminal, a bus terminal, bike lanes, retail space, and a 300-room hotel.
EV
C> Bilzin Sumberg
* $2.3 Billion Interstate 4 Reconstruction P3*
Representation of a consortium in connection with their bid for the construction, financing, and maintenance of
the $2.3 billion dollar 1-4 Ultimate Improvement Project, a public -private partnership to rebuild Interstate 4 in
Central Florida.
* $1.5 Billion Goethals Bridge Replacement P3*
Representation of the borrower, developer and the financial sponsors in the PABs and TIFIA financing of a P3
to replace the existing Goethals Bridge.
* $655 Million 1-77 HOT Lanes P3*
Representation of the borrower and financial sponsors in the PABs and TIFIA financing of a managed lanes P3
in North Carolina.
* $1.3 Billion 1/11ana Expressway P3*
Representation of a consortium in the procurement of a P3 to design -build -operate -financing -maintain both the
Indiana and Illinois corridors of the Illiana expressway.
* $899 Million Pennsylvania Bridge Replacement P3*
Representation of a consortium in connection with their bid for the construction, financing, and maintenance of
the Pennsylvania Rapid Bridge Replacement Project, an $899 million public -private partnership with the
Pennsylvania Department of Transportation to replace 558 aging bridges.
* Sale of Equity Stake in Chicago Skyway Toll Bridge P3*
Representation of shareholders of the concessionaire and operator of the Chicago Skyway Toll Bridge P3 in the
sale of the entire equity stake in the concessionaire.
* Multi -Currency Financing of Colombian Toll Road*
Representation of the lenders in a multi -currency, multi-tranche project financing of the Santana-Mocoa-Neiva
highway, a part of Colombia's 4G network of toll road concessions.
* Financing for Mexico's Largest Private Highway Concessionaire*
Representation of Mexico's largest private highway concessionaire in one of the largest -ever Mexican peso -
denominated 144A/Reg S bond offerings, as well as other financings and refinancings.
* $7 Billion Wholesale Broadband Network P3*
Representation of equity investor in its successful bid for the deployment of the Red Compartida wholesale
broadband network, an approximately $7 billion public -private partnership with the Mexican Secretariat of
Communications and Transportation.'
*Indicates matters performed by a team member at a previous firm.
45
C> Bilzin Sumberg
ATTORNEYS AT LAW
SELECT BID PROTEST EXPERIENCE
Bilzin Sumberg's P3 attorneys have a strong track record of assisting public and private clients throughout the entire
procurement and contracting cycle, including prosecuting and defending bid protests and appeals before governing
bodies, administrative tribunals, state and federal agencies, and the courts. Our experience includes defending and
prosecuting bid protests at all levels of government, including the various agencies of the U.S. Federal Government,
State of Florida, Miami -Dade and Broward Counties, and various other counties and cities throughout Florida. We
also routinely represent contractors in all manners of contract -compliance disputes and enforcement proceedings,
subcontractor disputes, and in negotiating change orders and contract extensions.
• Successful Defense of Bid Protest and Appeal in $300 Million Procurement of New Heavy Rail Cars
Lead counsel to AnsaldoBreda, Inc., an Italian global transportation company, in securing a $300 million
contract award by Miami -Dade County for the procurement of 136 heavy rail (Metrorail) vehicles. This is the
largest procurement by Miami -Dade County Transit outside of the construction contracts for the rail lines
themselves. Successfully defended a bid protest and an appeal to the Federal Transit Administration.
• Successful Defense of Bid Protest for $250 Million Global Security Contracts
Representation of Allied Universal, a global security firm, in connection with five different government contracts
worth an estimated $250 million over nine years. The contracts were solicited by Miami -Dade County and cover
security services for the Miami International Airport, Opa-Locke Executive Airport, County Courthouses, several
County administrative buildings, the Water and Sewer Department, and the Juvenile Assessment Center.
During the procurement process, Allied Universal was formed pursuant to a corporate merger between two
security firms, AlliedBarton and Universal, and the new firm sought the assignment of AlliedBarton's winning
proposals prior to award. Successfully defended the resulting contract awards against two administrative bid
protests, both of which challenged the merger and the assignment, which was a matter of first impression in
Miami -Dade County.
• Successful Defense of Bid Protests and Appeal for Marina Developer in $95 Million Virginia Key
Redevelopment Project
Representation of RCI Marine Group, a national marina builder and operator, in the $95 million redevelopment
of Virginia Key in Miami, Florida. Currently comprised of a marina and several restaurants, RCI Group's plan for
development will transform a waterfront city property into a world -class marine facility. Guided client through
response to the RFP issued by the City Commission, the successful defense of two bid protests after initial
selection, and finally the team being named recommended developer.
• $6 Billion Water and Sewer Capital Program
Representation of CH2M as lead P3 counsel in connection with the Owner's Representative contract for Miami -
Dade County's $6-billion Ocean Outfall Legislation capital improvements program. The 11-year Ocean Outfall
program, mandated by the Florida legislature, will stop all wastewater discharge into the ocean by 2025. CH2M
now manages the program, including the design, procurement, construction, and commissioning of over 25
capital projects. Our representation has included representing CH2M in the procurement process, contract
negotiations, and post -award contract and regulatory compliance. Our team was recognized as the 2015 finalist
in the Daily Business Review "Most Effective Lawyers" Public Interest category for its contribution to the
successful negotiation of this contract.
• Successful Defense of Bid Protest for a Broward County School Board Contract
Defense of Imagenet Consulting of Miami, Inc., an information and technology solutions company, against a bid
protest to a recommended contract award by the School Board of Broward County. Our team intervened in the
bid protest, the case was heard before a hearing officer, and the hearing officer ultimately concurred with the
School Board to award the contract to our client.
• Successful Defense of Bid Protest for Contract to Provide Two Indemnity Dental Care Programs
Representation of national insurance company regarding its successful proposal and subsequent contract to
provide two indemnity dental care programs for the employees of Miami -Dade County. The programs offered
employees and retirees of Miami -Dade County, Public Health TrustlJackson Health System, Industrial
Development Authority, Miami -Dade Expressway Authority, and the Town of Miami Lakes with a multi -option,
fully -insured dental benefits. As lead counsel, we defended administrative bid protests to our client's award of
the contract; we negotiated with government legal counsel, and we advocated for our client's successful award
before the Board of County Commissioners.
Ell
C> Bilzin Sumberg
-Cp NETS a' i_AIN
Successful Defense of Bid Protest for Transportation Provider
Representation of Safeguard, a South Florida transportation provider, in a successful bid protest in which our
client was awarded a five-year contract on two fixed bus routes: (1) the Dade -Monroe Express service between
Florida City and Marathon, and (2) the Card Sound Express service between Florida City and Key Largo.
Successful Bid Protest for National Healthcare and Insurance Management Services Provider
Representation of Corvel Corporation, a publicly traded, national provider of healthcare and insurance
management services, in connection with a bid protest in the City of Fort Lauderdale. Corvel had been ranked
first and recommended for award of a Third -Party Workers' Compensation Administration contract by the City's
evaluation committee, but was subsequently disqualified by the City administration on legal grounds. Prior to
Bilzin Sumberg's involvement, Corvel filed an administrative bid protest challenging the disqualification, and the
City administration denied the protest. Three days after being engaged, successfully prosecuted an appeal of
the bid protest before the City Commission. The Commission unanimously voted to overturn the City
administration's decision and award Corvel the contract.
Successful Bid Protest for French Integrated Food and Facilities Management Services Company
Representation of Sodexo, a French integrated food and facilities management services company, in its
challenge of a Florida A&M University decision awarding a $55 million procurement contract to a competitor. In
ten days, we reviewed an immense record and prepared and fled a lengthy petition for administrative review
challenging the University's intended decision. The University agreed to withdraw the intended award, extend
our client's existing contract, and initiate a new solicitation process in the future.
EYA
Pilzin Sumberg
NE IS AT L...,
ATTORNEY BIOGRAPHIES
Albert E. Dotson, Jr.
Managing Partner -Elect
305-350-2411
adotson@bilzin.com
Focus: Public -Private Partnerships, Government Contracting, Bid Protests
Albert E. Dotson, Jr., Managing Partner -Elect, handles federal and local government procurement contracts and
compliance with a focus on public -private partnerships (P3s). He also represents real estate developers in securing
land use, zoning and other government approvals and permits for large-scale real estate developments. At routinely
negotiates economic development incentive programs on behalf of major U.S. corporate clients.
Al's work includes representing developers and contractors in complying with the government procurement
procedures of various agencies of the Federal government, State of Florida, Miami -Dade County and the cities of
Miami, Coral Gables and Miami Beach. This representation includes responding to procurement solicitations through
defending against or prosecuting quasi-judicial bid protests. He represents commercial, industrial, residential and
mixed -use developers throughout the land development process, including development permit challenges, zoning,
concurrency, platting and permitting. Al's work also includes representing developers and public agencies in P3s that
have included the redevelopment of municipal property by a private developer with the infrastructure, other public
improvements and tax abatement provided by the local governing body.
Since 2009, At has been a member of the Florida Federal Judicial Nominating Commission for the Southern District,
a panel charged with selecting finalists for presidential appointments to district judgeships, U.S. attorneys and U.S.
marshals. He was reappointed in 2015 to a fourth, two-year term. In 2014, At was appointed by President Barack
Obama to the President's Advisory Commission on Educational Excellence for African Americans, to advise the
President and the Secretary of Education on ways to advance federal programs that improve educational
opportunities for African Americans, increase participation of the African American community in federal agency
programs and engage stakeholders in a national dialogue on the mission.
AI has been consistently recognized by Chambers USA and The Best Lawyers in America for his work in land use
and zoning law. In 2017, he was named "Attorney of the Year" by the Daily Business Review. At has also been
honored for his involvement in civic and charitable organizations; in 2013, he received the National Black MBA
Association President & CEO Award for Community and Social Justice Leadership. At has also been the chairman
emeritus and a board member of the 100 Black Men of America since 1994.
At received his J.D. from Vanderbilt University and his A.B. from Dartmouth College.
Select Experience
• $1 Billion Miami Dade College P3 Cultural Center and Mixed -Use Development
Representation of Miami Dade College as lead P3 counsel in connection with a proposal for a $1 billion mixed -
use development and cultural center in the heart of Miami's central business district. Our team assisted the
College in its review of the submitted Unsolicited Proposal and the proceeding public procurement process to
solicit a development partner in accordance with Florida law.
• $900 Million Miami -Dade County Probate and Civil Courthouse P3
Representation as both local and co -transactional P3 counsel of a consortium led by Meridiam and EIIisDon in
its bid to design, build, finance, operate and maintain a new 600,000 square foot probate and civil courthouse in
Miami -Dade County. While the initial request for qualifications for this project was cancelled, we continue to
represent the consortium in the procurement.
• Public -Private Partnership Counsel for Seminole State College in Florida
Representation of a public state college in Central Florida as P3 counsel regarding the procurement of public -
private partnership (P3) to expand its 43-acre campus to accommodate 9,000 full-time students. The proposed
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P3 development will create more than 1.4 million square feet of space, including 950,000 square feet of
classrooms, 450,000 square feet of mixed -use retail space, and multifunctional outdoor spaces.
• $6 Billion Water and Sewer Capital Program
Representation of CH2M as lead P3 counsel in connection with the Owner's Representative contract for Miami -
Dade County's $6-billion Ocean Ouffall Legislation capital improvements program. The 11-year Ocean Ouffall
program, mandated by the Florida legislature, will stop all wastewater discharge into the ocean by 2025. CH2M
now manages the program, including the design, procurement, construction, and commissioning of over 25
capital projects. Our representation has included representing CH2M in the procurement process, contract
negotiations, and post -award contract and regulatory compliance. Our team was recognized as the 2015 finalist
in the Daily Business Review "Most Effective Lawyers" Public Interest category for its contribution to the
successful negotiation of this contract.
• $300 Million City of North Miami Beach P3 Water Utility Contract
Representation of CH2M, a global full -service consulting, design, construction, and operations firm, in securing
the award of a $300 million Public -Private Partnership (133) contract to manage, upgrade, operate, and maintain
the City of North Miami Beach's water and wastewater utility, which serves 180,000 customers both within and
outside the city limits. The agreement utilizes a Design -Build -Finance -Operate -Maintain (DBFOM) P3 model.
Our team assisted CH2M in navigating the competitive procurement process, contract negotiations, as well as
stiff union opposition.
• 160-Acre Mixed -Use P3 Recreational Destination
Lead P3 counsel to 13 Pista LLC, an entity led by a prominent Argentine developer, in connection with a 160-
acre public -private partnership on underutilized land owned by Miami -Dade County. Negotiated a 90-year lease
and development agreement with the County and handled negotiations with community partners, including three
not -for -profit organizations currently located on the property, Florida Memorial University, and the Miami -Dade
County School Board. The project includes public and private elements such as a government center,
community center, bicycle course, vocational training facilities, a two-mile driving course and clubhouse facility
for vintage car owners and enthusiasts, a hotel, retail space, and restaurants. It will involve a private capital
investment of more than $100 million and more than $1 billion in new revenue to the County through lease
payments and new real estate taxes.
• $300+ Million Public Housing Public -Private Partnership (P3) Project in Miami
Representation of Related Urban Development Group, a developer of affordable housing, as lead P3 counsel in
a $300+ million public housing P3 redevelopment project, "Liberty Square Rising,' the first P3 public housing
project in Miami -Dade County which establishes a new model for the design, construction, financing, operation,
and maintenance of large-scale public housing developments and related social services. Successfully
navigated through a contested and complex procurement process, ultimately securing P3 development rights for
the 50-acre project located in the City of Miami. After award, successfully negotiated a complex P3 development
agreement, which includes several novel provisions and is the first of its kind, with the Miami -Dade County
Attorney's Office.
• 2.4 Billion High -Speed Passenger Rail Project
Representation of All Aboard Florida, an affiliate of Florida East Coast Industries, Inc., in the procurement, land
acquisition, and development of portions of the $2A billion high-speed passenger rail project connecting South
and Central Florida. Passenger service will be created in central Florida and will continue on Florida's east
coast, with new stations planned in Orlando, Miami, Fort Lauderdale, and West Palm Beach. We are also
assisting the client with its Miami "Grand Central Station" -like transportation and retail district, to include retail,
office, residential, parking, and transit related components.
• $250 Million Global Security Contracts Bid Protest
Representation of Allied Universal, a global security firm, in connection with five different government contracts
worth an estimated $250 million over nine years. The contracts were solicited by Miami -Dade County and cover
security services for the Miami International Airport, Opa-Locka Executive Airport, County Courthouses, several
County administrative buildings, the Water and Sewer Department, and the Juvenile Assessment Center.
During the procurement process, Allied Universal was formed pursuant to a corporate merger between two
security firms, AlliedBarton and Universal, and the new firm sought the assignment of AlliedBarton's winning
proposals prior to award. Successfully defended the resulting contract awards against two administrative bid
protests, both of which challenged the merger and the assignment, which was a matter of first impression in
Miami -Dade County.
• $300 Million Procurement of New Heavy Rail Cars
Lead counsel to AnsaldoBreda, Inc., an Italian global transportation company, in securing a $300 million
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ATTORNEYS AT LAW
contract award by Miami -Dade County for the procurement of 136 heavy rail (Metrorail) vehicles. This is the
largest procurement by Miami -Dade County Transit outside of the construction contracts for the rail lines
themselves. Successfully defended a bid protest and an appeal to the Federal Transit Administration.
• $1 Billion P3 Redevelopment of Bridgeport Landing Development and Marina in Connecticut
Representation of real estate developer Bridgeport Landing in the $1 billion public -private partnership
redevelopment of a mixed -use project, situated on the 52-acre Steel Pointe peninsula in Bridgeport,
Connecticut. The redevelopment will include a 2.85 million square foot complex of approximately 1,100
apartments, a hotel tower, 250,000 square feet of offices, 650,000 square feet of retail space and restaurants,
garage and surface parking for up to 4,000 cars, a town square and lighthouse, a 375-boat slip marina, a 50-
foot-wide boardwalk, a movie theater, and possibly, a heliport. Proposed to be built over a 10 to 15 year period,
the project will bring the City of Bridgeport approximately $950 million in private investment.
. $1 Billion Proposed Miami Beach Convention Center Procurement
Representation of SBACE in proposed redevelopment of Miami Beach Convention Center District. We
represented the client throughout the government procurement and contracting phase and certain corporate
structuring related work, including developing the strategy for responding to the City's RFQ, preparation for oral
presentations before two evaluation committees, responding to various legal challenges, and navigating through
the political landscape of a concurrent mayoral election, city manager selection process, and city commission
elections.
• $105 Million Development of University of Miami's Life Sciences Technology Park
Representation of Wexford Miami, LLC, developer of the first and second phase of the University of Miami Life
Science & Technology Park. Phase one, a $105 million project, is comprised of a 170,000 square foot research
& development building and the 80,000 square foot University of Miami Tissue Bank, a world -class facility that
collects, processes, and distributes donated human tissue. The Park will also include the "landing pad,' a
business incubator for life science start-up companies. We are assisting Wexford in securing land use and
zoning approvals from the City of Miami and in partnering with the University of Miami on real estate issues.
Previously, we represented Wexford in negotiating an economic incentive agreement with the City of Miami
Community Redevelopment Agency.
• Development of$300 Million Coral Gables City Center P3 Project
Representation of Coral Gables City Center, a joint venture between The Allen Morris Company and The
Related Group, in response to a Request for Proposal by the City of Coral Gables for a mixed -use public -private
partnership project to redevelop two public municipal garage sites with private development. Guided client
through the multiple stage process, resulting in selection by the Coral Gables City Commission as the preferred
proposer to negotiate for the development of the project. The end product will be state-of-the-art municipal
garages totaling 1,000 parking spaces and two towers, one office and one residential, as well as ground floor
retail for both garage sites. Total project costs are anticipated to be in the $300 million range.
• Redevelopment of Hotel and Convention Center on Property Owned by the City of Miami [BSBPAI]
Representation of Hyatt in connection with the proposed redevelopment of a riverfront hotel and convention
center on property owned by the City of Miami, including negotiation of ground lease and development
agreement.
• Community Revitalization Project in Vallejo, California
Representation as P3 transactional counsel of a consortium in its bid to develop, finance and maintain a
public/private community redevelopment project in Vallejo, California. We successfully represented the client in
the negotiation of an exclusive right to negotiate agreement with the City of Vallejo. Our scope includes the
negotiation of all project and financing documents with respect to the project.
• Transit -Oriented P3 Development at Miami Metromover Station
Lead Procurement and transactional counsel to Malaysian -based Resorts World in their multi -modal P3
development of a mass -transit hub in Downtown Miami. The project includes an automated people mover
(APM) terminal, a bus terminal, bike lanes, retail space, and a 300-room hotel.
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Eric Singer
Associate, P3 and Government Contracting Group
305-350-2354
esinger@bilzin.com
Focus: Public -Private Partnerships, Government Contracting, Bid Protests
Eric Singer is an Associate in Bilzin Sumberg's P3 and Government Contracting Group. He has focused his practice
for the past several years in the areas of government procurement and complex government transactions, including
public -private partnerships (P3s). Eric combines that practical experience with extensive academic knowledge gained
as a visiting faculty member and research fellow at the New York University School of Law, where he studied P3s
across the United States and abroad, in order to further his clients' goals. Prior to joining Bilzin Sumberg, Eric also
served as a law clerk to the Honorable Danny J. Boggs of the United States Court of Appeals for the Sixth Circuit.
Eric handles the full spectrum of public -contracting issues, from preparation of proposals through appeals of
administrative bid protests, and has represented clients on some of Miami's most transformative public -private
projects. For example, as part of securing a $300 million Metrorail contract for an Italian company, he defended a bid -
protest appeal to the Federal Transit Administration.
Eric earned his J.D. from the University of Chicago, graduating with high honors. He received his M.A. from the
University of Michigan's School of Education, and his B.A. from Cornell University.
Select Experience
• $1 Billion Proposed Miami Beach Convention Center Procurement
Representation of SBACE in proposed redevelopment of Miami Beach Convention Center District. SBACE is
comprised of Tishman Hotel & Realty, UTA Management, and the Office of Metropolitan Architecture, led by Dan
Tishman, Robert Wenneft, and Rem Koolhaas. We represented the client throughout the government
procurement and contracting phase and certain corporate structuring related work, including developing the
strategy for responding to the City's RFD, preparation for oral presentations before two evaluation committees,
responding to various legal challenges, and navigating through the political landscape of a concurrent mayoral
election, city manager selection process, and city commission elections.
• $1 Billion Miami Dade College P3 Cultural Center and Mixed -Use Development
Representation of Miami Dade College as lead P3 counsel in connection with a proposal for a $1 billion mixed -
use development and cultural center in the heart of Miami's central business district. Our team assisted the
College in its review of the submitted Unsolicited Proposal and the proceeding public procurement process to
solicit a development partner in accordance with Florida law.
• Bid Protest and Award for Marina Developer in $95 Million Virginia Key Redevelopment Project
Representation of RCI Marine Group, a national marina builder and operator, in the $95 million redevelopment
of Virginia Key in Miami, Florida. Currently comprised of a marina and several restaurants, RCI Group's plan for
development will transform a waterfront city property into a world -class marine facility. Guided client through
response to the RFP issued by the City Commission, the successful defense of two bid protests after initial
selection, and finally the team being named recommended developer.
• $6 Billion Water and Sewer Capital Program
Representation of CH2M as lead P3 counsel in connection with the Owner's Representative contract for Miami -
Dade County's $6-billion Ocean Outfall Legislation capital improvements program. The 11-year Ocean Outfall
program, mandated by the Florida legislature, will stop all wastewater discharge into the ocean by 2025. CH2M
now manages the program, including the design, procurement, construction, and commissioning of over 25
capital projects. Our representation has included representing CH2M in the procurement process, contract
negotiations, and post -award contract and regulatory compliance. Our team was recognized as the 2015 finalist
in the Daily Business Review "Most Effective Lawyers" Public Interest category for its contribution to the
successful negotiation of this contract.
• $300 Million City of North Miami Beach P3 Water Utility Contract
Representation of CH2M, a global full -service consulting, design, construction, and operations firm, in securing 51
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a-T O Ria_r•.;.T L...•
the award of a $300 million Public -Private Partnership (P3) contract to manage, upgrade, operate, and maintain
the City of North Miami Beach's water and wastewater utility, which serves 180,000 customers both within and
outside the city limits. The agreement utilizes a Design -Build -Finance -Operate -Maintain (DBFOM) P3 model.
Our team assisted CH2M in navigating the competitive procurement process, contract negotiations, as well as
stiff union opposition.
• $2.4 Billion High -Speed Passenger Rail Project
Representation of All Aboard Florida, an affiliate of Florida East Coast Industries, Inc., in the procurement, land
acquisition, and development of portions of the $2.4 billion high-speed passenger rail project connecting South
and Central Florida. Passenger service will be created in central Florida and will continue on Florida's east
coast, with new stations planned in Orlando, Miami, Fort Lauderdale, and West Palm Beach. We are also
assisting the client with its Miami "Grand Central Station" -like transportation and retail district, to include retail,
office, residential, parking, and transit related components.
• 160-Acre Mixed -Use P3 Recreational Destination
Lead P3 counsel to 13 Pista LLC, an entity led by a prominent Argentine developer, in connection with a 160-
acre public -private partnership on underutilized land owned by Miami -Dade County. Negotiated a 90-year lease
and development agreement with the County and handled negotiations with community partners, including three
not -for -profit organizations currently located on the property, Florida Memorial University, and the Miami -Dade
County School Board. The project includes public and private elements such as a government center,
community center, bicycle course, vocational training facilities, a two-mile driving course and clubhouse facility
for vintage car owners and enthusiasts, a hotel, retail space, and restaurants. It will involve a private capital
investment of more than $100 million and more than $1 billion in new revenue to the County through lease
payments and new real estate taxes.
• $400 Million Miami Dolphins Stadium Modernization Project
Representation of the owners of Miami Dolphins and Sun Life Stadium as lead counsel in successful
negotiations with Miami -Dade County to support a $400 million stadium modernization project, including a
rooftop shade canopy, new seating for fans, and concourse renovations. The changes will position Sun Life as a
major player in attracting marquee events such as Super Bowls, World Cups, and College Football
Championships.
• $300+ Million Public Housing Public -Private Partnership (P3) Project in Miami
Representation of Related Urban Development Group, a developer of affordable housing, as lead P3 counsel in
a $300+ million public housing P3 redevelopment project, "Liberty Square Rising," the first P3 public housing
project in Miami -Dade County which establishes a new model for the design, construction, financing, operation,
and maintenance of large-scale public housing developments and related social services. Successfully
navigated through a contested and complex procurement process, ultimately securing P3 development rights for
the 50-acre project located in the City of Miami. After award, successfully negotiated a complex P3 development
agreement, which includes several novel provisions and is the first of its kind, with the Miami -Dade County
Attorney's Office.
• $250 Million Global Security Contracts Bid Protest
Representation of Allied Universal, a global security firm, in connection with five different government contracts
worth an estimated $250 million over nine years. The contracts were solicited by Miami -Dade County and cover
security services for the Miami International Airport, Opa-Locka Executive Airport, County Courthouses, several
County administrative buildings, the Water and Sewer Department, and the Juvenile Assessment Center.
During the procurement process, Allied Universal was formed pursuant to a corporate merger between two
security firms, AlliedBarton and Universal, and the new firm sought the assignment of AlliedBarton's winning
proposals prior to award. Successfully defended the resulting contract awards against two administrative bid
protests, both of which challenged the merger and the assignment, which was a matter of first impression in
Miami -Dade County.
• Community Revitalization Project in Vallejo, California
Representation as P3 transactional counsel of a consortium in its bid to develop, finance and maintain a
publiclprivate community redevelopment project in Vallejo, California. We successfully represented the client in
the negotiation of an exclusive right to negotiate agreement with the City of Vallejo. Our scope includes the
negotiation of all project and financing documents with respect to the project.
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Andrej Micovic
Associate, P3 and Government Contracting Group
305-350-2361
amicovic@bilzin.com
Focus: Public -Private Partnerships, Project Finance, and Government Contracting
Andrej Mioovic is an Associate in Bilzin Sumberg's P3 and Government Contracting Group. He focuses his practice in
the areas of government procurement and complex government transactions, including public -private partnership
(P3) finance, and general project finance. Andrej has substantial experience in the development, procurement,
financing, construction, and purchase and sale of infrastructure and energy projects, in the United States and
throughout Latin America, representing sponsors, issuers, borrowers, underwriters, lenders, purchasers, and sellers.
Andrej has represented bidders in the procurement and financing of P3 projects throughout the United States,
including the Pennsylvania Rapid Bridge Replacement Project, the 1.4 Ultimate Improvement Project, the 1-77 HOT
Lanes Project, and the Goethals Bridge Replacement, as well as in Latin America, including the FARAC I and Red
Compartida projects in Mexico, and the Autopista Santana-Mocoa-Neiva portion of the 4G program in Colombia.
Andrej received his J.D. from Cornell University and his B.B.A in Economics and Legal Studies from the University of
Miami.
Select Experience
• $2.3 Billion Interstate 4 Reconstruction P3
Representation of a consortium in connection with their bid for the construction, financing, and maintenance of
the $2.3 billion dollar 1-4 Ultimate Improvement Project, a public -private partnership to rebuild Interstate 4 in
Central Florida.
• $1.5 Billion Goethals Bridge Replacement P3
Representation of the borrower, developer and the financial sponsors in the PABs and TIFIA financing of a P3
to replace the existing Goethals Bridge.
• $655 Million 1-77 HOT Lanes P3
Representation of the borrower and financial sponsors in the PABs and TIFIA financing of a managed lanes P3
in North Carolina.
• $1.3 Billion llliana Expressway P3
Representation of a consortium in the procurement of a P3 to design -build -operate -financing -maintain both the
Indiana and Illinois corridors of the lliana expressway.
• $899 Million Pennsylvania Bridge Replacement P3
Representation of a consortium in connection with their bid for the construction, financing, and maintenance of
the Pennsylvania Rapid Bridge Replacement Project, an $899 million public -private partnership with the
Pennsylvania Department of Transportation to replace 558 aging bridges.
• Sale of Equity Stake in Chicago Skyway Toll Bridge P3
Representation of shareholders of the concessionaire and operator of the Chicago Skyway Toll Bridge P3 in the
sale of the entire equity stake in the concessionaire.
• $300 Million Project Bonds for Mexican Wind Farms
Representation of the lead underwriters in two 144AIReg S bond issuances to finance construction of the
Oaxaca II and Oaxaca IV wind farms in Mexico. This project represents the first non-U.S. renewables project
financed in the U.S. capital markets. Acciona was the financial sponsor.
• $160 Million Project Financing of Solar Plants in El Salvador
Representation of the borrower and financial sponsors in the project financing of a phased, 100MW solar plant
project in El Salvador. This project represented the most significant foreign direct investment in El Salvador in
over a decade.
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ATTORNEYS AT LAW
• Multi -Currency Financing of Colombian Toll Road
Representation of the lenders in a multi -currency, multi-tranche project financing of the Santana-Mocoa-Neiva
highway, a part of Colombia's 4G network of toll road concessions.
• Bandwidth Acquisition Finance for Argentine Telecom Company
Representation of the lead arranger and initial lender in connection with an unsecured term loan extended to an
Argentine telecom company for the acquisition of bandwidth.
• Financing for Mexico's Largest Private Highway Concessionaire
Representation of Mexico's largest private highway concessionaire in one of the largest -ever Mexican peso -
denominated 144A/Reg S bond offerings, as well as other financings and refinancings.
• $7 Billion Wholesale Broadband Network P3
Representation of equity investor in its successful bid for the deployment of the Red Compartida wholesale
broadband network, an approximately $7 billion public -private partnership with the Mexican Secretariat of
Communications and Transportation.
• Acquisition of Wind and Solar Energy Portfolio
Representation of purchaser in the acquisition of the entire equity stake in a portfolio of wind and solar energy
assets in Central America with a total installed capacity of approximately 500 megawatts.
• Construction Financing of Central Asian University Campus
Representation of a higher teaming institution, as borrower, in the construction financing of a new university
campus in the Kyrgyz Republic.
• Community Revitalization Project in Vallejo, California
Representation as P3 transactional counsel of a consortium in its bid to develop, finance and maintain a
public/private community redevelopment project in Vallejo, California. We successfully represented the client in
the negotiation of an exclusive right to negotiate agreement with the City of Vallejo. Our scope includes the
negotiation of all project and financing documents with respect to the project.
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Elise Holtzman
Associate, P3 and Government Contracting Group
305-350-2402
eholtzman@bilzin.com
Focus: Public Private Partnerships, Government Contracting
Elise Holtzman is a first year Associate in Bilzin Sumberg's P3 and Government Contracting Group. She focuses her
practice on guiding clients through land use issues and representing clients in all levels of the procurement process.
Elise understands how law and policy influence business and development, and her grasp of the political dynamics in
South Florida makes her an invaluable advocate on behalf of her clients. This is particularly true when she helps
navigate clients through the RFP and/or administrative bid protest process.
Elise is a published author and former Articles Editor for the University of Florida Law Review and also serves as a
frequent contributor to Bilzin Sumberg's New Miami Slog.
Elise received her J.D. from the University of Florida, graduating magna cum lauds, and earned her B.A. in
Government Politics and American History from the University of Maryland.
Select Experience
• $300 Million City of North Miami Beach P3 Water Utility Contract
Representation of CH2M, a global full -service consulting, design, construction, and operations firm, in securing
the award of a $300 million Public -Private Partnership (P3) contract to manage, upgrade, operate, and maintain
the City of North Miami Beach's water and wastewater utility, which serves 180,000 customers both within and
outside the city limits. The agreement utilizes a Design -Build -Finance -Operate -Maintain (DBFOM) P3 model.
Our team assisted CH2M in navigating the competitive procurement process, contract negotiations, as well as
stiff union opposition.
• 160-Acre Mixed -Use P3 Recreational Destination
Lead P3 counsel to 13 Pista LLC, an entity led by a prominent Argentine developer, in connection with a 160-
acre public -private partnership on underutilized land owned by Miami -Dade County. Negotiated a 90-year lease
and development agreement with the County and handled negotiations with community partners, including three
not -for -profit organizations currently located on the property, Florida Memorial University, and the Miami -Dade
County School Board. The project includes public and private elements such as a government center,
community center, bicycle course, vocational training facilities, a two-mile driving course and clubhouse facility
for vintage car owners and enthusiasts, a hotel, retail space, and restaurants. It will involve a private capital
investment of more than $100 million and more than $1 billion in new revenue to the County through lease
payments and new real estate taxes.
• Community Revitalization Project in Vallejo, California
Representation as P3 transactional counsel of a consortium in its bid to develop, finance and maintain a
public/private community redevelopment project in Vallejo, California. We successfully represented the client in
the negotiation of an exclusive right to negotiate agreement with the City of Vallejo. Our scope includes the
negotiation of all project and financing documents with respect to the project.
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Carter N. McDowell
Partner, Land Development & Government Relations
305-350-2355
cmcdowell@bilzin.com
Focus: Public -Private Partnerships, Government Contracting
Carter N. McDowell is a Partner in Bilzin Sumberg's Land Development & Government Relations Group. A former city
manager as well as a planning and building director for the City of South Miami, Carter draws on his government
experience when advising clients. He handles matters involving land use, growth management, environmental and
administrative law. Carter has represented numerous clients through regulatory approval procedures for regional
malls, resort hotels, industrial complexes, professional buildings and marinas, including Developments of Regional
Impact.
Carter regularly advises clients on environmental and permitting issues relating to business and real estate
transactions, as well as in obtaining and negotiating government contracts. He has defended owners and developers
against enforcement actions filed under federal, stale and local environmental law.
Carter has been consistently recognized by legal publications including Chambers USA, The Best Lawyers in
America and Florida Super Lawyers. In 2013, he was featured as one of the Daily Business Reviews "Top
Dealmakers of the Year" in the Hotels category.
Carter received his J.D. from the University of Miami, graduating cum laude. He received his M.A. in Urban and
Regional Planning from the University of Florida and his B.A. from Harvard University, graduating cum laude.
Select Experience
• $1 Billion P3 Redevelopment of Bridgeport Landing Development and Marina in Connecticut
Representation of real estate developer Bridgeport Landing in the $1 billion public -private partnership
redevelopment of a mixed -use project, situated on the 52-acre Steel Pointe peninsula in Bridgeport,
Connecticut. The redevelopment will include a 2.85 million square foot complex of approximately 1,100
apartments, a hotel tower, 250,000 square feet of offices, 650,000 square feet of retail space and restaurants,
garage and surface parking for up to 4,000 cars, a town square and lighthouse, a 375-boat slip marina, a 50-
foot-wide boardwalk, a movie theater, and possibly, a heliport. Proposed to be built over a 10 to 15 year period,
the project will bring the City of Bridgeport approximately $950 million in private investment.
• $1 Billion Redevelopment of the Historic Hialeah Race Track
Representation of developers in $1 billion redevelopment of Hialeah Race Track and nearby town center
adjacent to Hialeah Metrorail site.
• Bid Protest and Award for Marina Developer in $95 Million Virginia Key Redevelopment Project
Representation of RCI Marine Group, a national marina builder and operator, in the $95 million redevelopment
of Virginia Key in Miami, Florida. Currently comprised of a marina and several restaurants, RCI Group's plan for
development will transform a waterfront city property into a world -class marine facility. Guided client through
response to the RFP issued by the City Commission, the successful defense of two bid protests after initial
selection, and finally the team being named recommended developer.
• P3 to Develop Mixed -Use Property on Lincoln Road in Miami Beach
Representation as lead counsel of Team N011 i, consisting of Robert Wennett, Jonathan Fryd, and Michael
Comras, throughout the City of Miami Beach's procurement phase, including navigating the political and legal
landscape. We assisted in developing the strategy for responding to the City's Request for Proposals (RFPs),
preparation for oral presentation before the evaluation committee, and responding to various legal challenges to
the process. As a result, our client was ranked number one by the evaluation committee and the process
remains ongoing. The City's RFP responded to Lincoln Road's growing concentration of retail, restaurant, and
business activity. Due to increased demand, Lincoln Road lease rates have increased significantly, resulting in
some retailers potentially being "priced -out"
• Public -Private Partnership Counsel for Seminole State College in Florida
Representation of a public state college in Central Florida as P3 counsel regarding the procurement of public- 56
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private partnership (P3) to expand its 43-acre campus to accommodate 9,000 full-time students. The proposed
P3 development will create more than 1.4 million square feet of space, including 950,000 square feet of
classrooms, 450,000 square feet of mixed -use retail space, and multifunctional outdoor spaces.
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Suzanne Amaducci-Adams
Partner, Real Estate Practice Group Leader
305-350-2370
Focus: Real Estate, Finance
Suzanne M. Amaducci-Adams, Real Estate Practice Group Leader, has extensive experience in handling all aspects
of commercial real estate and finance transactions, including acquisitions, mixed -use development, leasing, public
private partnerships, commercial mortgage backed securities, and loan restructurings. Suzanne is very active in the
areas of marina and hotel acquisition, finance and development, and leads the firm's Hospitality Group.
Suzanne has advised developers in the development of hotels in mixed -use projects and is involved with the
purchasing, financing, management and sale of large real estate and loan portfolios owned by institutional investors,
pension funds and publicly traded companies. Suzanne restructured more than S4 billion of debt secured by hotels.
She has drafted and negotiated many build -to -suit, office, mixed -use commercial and specialty leases on behalf of
landlords and tenants in Class A buildings and projects, including single transactions in excess of 150,000 square
feet.
Suzanne has been consistently recognized by legal publications including Chambers USA, The Best Lawyers in
America, Florida Super Lawyers and South Florida Legal Guide. She was honored as a "Must Know Contact" in the
real estate industry by Florida Trend magazine and was recognized as a "Woman of Influence" by Real Estate
Forum. In 2015 and 2016, Suzanne was listed as one of South Florida Business Journals "Power Leaders in Real
Estate." In 2010, she was named one of the top 10 "Outstanding Women in Real Estate" by National Real Estate
Investor, and in 2011 and 2013 she was featured as a "Heavy Hitter in Commercial Real Estate" by the South Florida
Business Journal. In 2014, Suzanne was listed as one of South Florida Business Joumals "Power Leaders in
Commercial Real Estate."
Suzanne served on the Board of Directors of CREW Miami for over 6 years and is a past President of the
organization. She earned her J.D. from the University of Miami, graduating cum laude, and received her B.A. from
Vanderbilt University, graduating cum laude.
Select Experience
• $1 Billion P3 Redevelopment of Bridgeport Landing Development and Marina in Connecticut
Representation of real estate developer Bridgeport Landing in the $1 billion public -private partnership
redevelopment of a mixed -use project, situated on the 52-acre Steel Pointe peninsula in Bridgeport,
Connecticut. The redevelopment will include a 2.85 million square foot complex of approximately 1,100
apartments, a hotel tower, 250,000 square feet of offices, 650,000 square feet of retail space and restaurants,
garage and surface parking for up to 4,000 cars, a town square and lighthouse, a 375-boat slip manna, a 50-
foot-wide boardwalk, a movie theater, and possibly, a heliport. Proposed to be built over a 10 to 15 year period,
the project will bring the City of Bridgeport approximately $950 million in private investment.
• Public -Private Partnership Counsel for Seminole State College in Florida
Representation of a public state college in Central Florida as P3 counsel regarding the procurement of public -
private partnership (133) to expand its 43-acre campus to accommodate 9,000 full-time students. The proposed
P3 development will create more than 1.4 million square feet of space, including 950,000 square feet of
classrooms, 450,000 square feet of mixed -use retail space, and multifunctional outdoor spaces.
• $1 Billion Miami Dade College P3 Cultural Center and Mixed -Use Development
Representation of Miami Dade College as lead P3 counsel in connection with a proposal for a $1 billion mixed -
use development and cultural center in the heart of Miami's central business district. Our team assisted the
College in its review of the submitted Unsolicited Proposal and the proceeding public procurement process to
solicit a development partner in accordance with Florida law.
- Miami Dade College Medical Campus Public -Private Partnership
Representation of Miami Dade College as lead P3 counsel in its invitation to negotiate (ITN) for the public -
private development of a 4.5 acre area in the Miami Healthcare District. The proposed medical campus 58
C> Bilzin Sumberg
expansion includes a 170,000 square foot state-of-the-art center for learning and innovation, a 1,450-space
parking facility, and a private mixed -use development. We are handling the management of the procurement
process to select the college's private partner, governmental permitting and environmental issues, and project
financing, as well as negotiating all real estate, joint venture, and related agreements with the selected
developer.
• Bid Protest and Award for Marina Developer in $95 Million Virginia Key Redevelopment Project
Representation of RCI Marine Group, a national marina builder and operator, in the $95 million redevelopment
of Virginia Key in Miami, Florida. Currently comprised of a marina and several restaurants, RCI Group's plan for
development will transform a waterfront city property into a world -class marine facility. Guided client through
response to the RFP issued by the City Commission, the successful defense of two bid protests after initial
selection, and finally the team being named recommended developer.
• Sale of Iconic Miami Theme Park
Representation of the owners of Jungle Island in the sale of the iconic, 18-acre theme park and banquet hall on
Watson Island between Downtown Miami and Miami Beach. Several issues made the deal difficult, including the
transaction being contingent on the assumption of three governmental loans.
• Sale of Coconut Grove Mixed -Use Project Located on Long Term Ground Lease
Representation of client in the sale of Bayshore Landing, a mixed -use project in the Coconut Grove
neighborhood of Miami, Florida. The project, which includes the iconic Monty's restaurant, several hundred boat
slips and other retail tenants, is subject to a long-term ground lease with the City of Miami. After handling the
initial purchase of the property over 10 years ago, our team assisted. the client with the sale and various other
issues impacting the property.
C.J) Bilzin Sumberg
Albert F- Dotson, Jr., Esq.
Tel 305-350-2411
Far 305-351-2217
adotsotCabilzin. com
September 5.2018
VIA U.S. MAIL & E-MAIL
PERSONAL AND CONFIDENTIAL
Thomas Pepe, City Attorney
City of South Miami
City Hall
6130 Sunset Drive
South Miami, FL 33143
Re: Engagement of Public/Private Partnership Counsel Regarding City Hall Site
Redevelopment, RFP No. 2018-01
Dear Mr. Pepe:
Thank you for choosing us to serve as counsel in this engagement. We appreciate the
opportunity to provide legal representation for City of South Miami ("South Miami" or the
"Client"). This letter, together with our attached Standard Terms of Representation, constitute
the engagement agreement between Bilzin Sumberg Baena Price & Axelrod LLP (the "Firm")
and South Miami and sets forth the terms of our relationship and the scope of our engagement.
Client: In this engagement, we will represent the City of South Miami, a municipality of
the State of Florida. When a law firm represents a municipality or governmental agency like the
City South Miami, the firm's client is only that municipality or agency, not any individuals or
entities that may be affiliated with that municipality or agency. As a result, although you will be
our primary contact, we are not representing you in this engagement. Nor are we representing
any of the representatives, officers, directors, members, shareholders, employees or affiliates of
South Miami in this engagement.
Scone of Services: We have been engaged to represent South Miami in the negotiation
of a comprehensive public/private partnership agreement for the development of a new City Hall
and Police Station, pursuant to RFP No. 2018-01 (the "Mattcr"). The Matter does not include
litigation or negotiations with any parties other than South Miami's current preferred proponent,
The Lynx Companies ("Lynx"). The Matter also does not include any representation of South
Miami in connection with the zoning status of the underlying property. You may limit or expand
the scope of our representation in the Matter from time to time, but there must be a clear mutual
understanding, confirmed in writing, of any expansion of our scope of services. Our
W
MIAMI 5986766.5 73190/10196
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� Bilzin Sumberg
City of South Miami
September 5, 2018
Page 2
engagement, therefore, is limited to the scope of services described in this letter until and unless
there is a further written agreement from us describing those other services.
Fees for Services: Our fees will be determined by the amount of time we devote to this
Matter. We will compute our fees by multiplying the time our lawyers and legal assistants spend
on this matter by their hourly rates, less a ten percent (10%) discount, in recognition of South
Miami's budgetary needs as a public entity. I will coordinate the legal services for South Miami.
I will call upon other lawyers and paralegals who I believe have the ability to serve you as
efficiently and effectively as possible. Our current hourly billing rates for our lawyers range from
$295 to $550 per hour for associates and from $540 to $850 per hour for partners. Time devoted
by legal assistants is charged at rates of $290 to $315 per hour depending upon the experience of
the legal assistant. Our billing rates are adjusted annually. Initially, I expect the following
individual(s) to work on this Matter, who will bill at the following hourly rates:
Albert E. Dotson, Jr. Partner $700 (with 10% discount)
Carter McDowell Partner $690 (with 10% discount)
F.ric Singer Associate $475 (with 10% discount)
Andrej Micovic Associate $475 (with 10% discount)
Elise Holtzman Associate $275 (with 10% discount)
We will bill South Miami for fees and expenses on a monthly basis and our statements
will be due and payable upon receipt. Our attached Standard Terms of Representation provide
additional terms that apply to our relationship. In accordance with Firm policy, we require an
advance fee deposit in the amount of $10,000 in order to commence this engagement. A copy of
our wire instructions is attached for your convenience.
We are committed to providing efficient, effective legal services and it is important to us
that South Miami be satisfied with our services. Please let me know promptly if you have any
suggestions about how we can better serve South Miami in this matter.
Conflicts of Interest: The large number of legal entities owning, or partially owning
other legal entities, creates problems for lawyers trying to identify potential conflicts of interest.
As a result, we advise our legal entity clients that, as a general rule, the Firm does not regard an
affiliate of a legal entity client (i.e., parent, subsidiary or other entity under common control) as a
client of the Firm, unless there is an express written agreement creating an attorney/client
relationship between the Firm and that affiliate. Likewise, the Firm does not regard its
representation of another client in a matter that is adverse to an affiliate of a legal entity client as
being adverse to that legal entity client. Finally, due primarily to client confidentiality concerns,
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(C.�) Bilzin Sumberg
City of South Miami
September 5, 2018
Page 3
the Firm will not ordinarily notify South Miami prior to representing others who may directly or
indirectly compete with South Miami. By executing this letter, South Miami acknowledges and
agrees that, (a) except to the extent required by rules governing our professional conduct, the
Firm is not required or expected to inform you of any representation that does not constitute a
legal conflict of interest, and (b) our undertaking this representation shall not be a basis to
disqualify the Firm from representing others who may directly or indirectly compete with South
Miami where such representation does not pose a legal conflict of interest under applicable rules
of professional conduct.
Present Conflict Waiver renardina Lynx: Based on the information provided us and a
computerized name check we performed against our records, we have determined that the Firm's
representation of South Miami in the Matter creates a conflict of interest because of our current
unrelated representation of Lynx in connection with the zoning analysis of a property located in
the City of Miami (the "Lynx Matter"). To be clear, the Lynx Matter does not include any work
within the jurisdiction of South Miami or otherwise involving South Miami. Furthermore, we
will agree not to represent Lynx on any new matters involving South Miami during the pendency
of the Matter. We will also agree to ensure, during the pendency of the Matter, that (a) the
attorneys working on the Lynx Matter will not play any role on the Matter and (b) the attorneys
working on this Matter will not play any role on the Lynx Matter.
However, under Florida's Rules of Professional Conduct, the Firm may not oppose a
current client on a matter, even if it is unrelated, without informed consent by both clients.
Therefore, we request that South Miami waive the conflict of interest and permit us to represent
South Miami in this Matter at the same time as we represent Lynx in the Lynx Matter.
Before we may proceed with our representation of South Miami in the Matter, we must
confirm that South Miami consents to waive this possible conflict of interest. Such a conflict is
waivable only if (i) the conflict is fully disclosed to both parties, (ii) our exercise of independent
professional judgment in the representation of one client will not be materially limited by our
responsibilities to the other client, (iii) we reasonably believe that our representation will not be
adversely affected by the conflict, and (iv) our representation does not violate any other ethical
requirements, such as the attorney's duty of confidentially, to each client.
We have examined the Matter for South Miami and the Lynx Matter and have concluded
that the conflict of interest described above is waivable. South Miami should consider a number
of issues in deciding whether to waive the conflict of interest.
One issue concerns the extent to which the Firm's past and present representation of Lynx
could adversely affect our representation of South Miami. In general, a lawyer owes a client a
duty of loyalty which, among other things, requires a lawyer to exercise judgment that is not
influenced by factors that are extraneous to the engagement. The issue here is whether the Finn's
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C.4 Bilzin Sumberg
City of South Miami
September 5, 2018
Page 4
loyalty to South Miami and its independent judgment in the Matter would be adversely affected
as a result of representing Lynx. In other words, the question is whether the Firm will be as
diligent in pursuing South Miami's interests as it would be if Lynx were not a client. We will
make every reasonable effort to diligently pursue South Miami's interests in the Matter as if Lynx
were not a client of the Firm.
Another issue South Miami should consider is the possibility that the Firm may be
exposed to confidential information in the course of the Matter or the Lynx Matter that could
create a conflict of interest. For example, when a lawyer represents a client and learns
information relevant to the representation, the lawyer is ordinarily required to disclose that
information to its clients. However, when the information comes from another client, the lawyer
has a duty to protect that other client's confidential information. Therefore, we could acquire
confidential information from South Miami in which Lynx might be interested, or we could
acquire confidential information from Lynx that South Miami might ordinarily be interested in
learning. In each case we would owe a duty to one client to keep the information confidential
and a duty to disclose it to the other client. As a result, we request that South Miami waive this
possible conflict of interest and consent to us maintaining the confidentiality of information we
learn both from South Miami and from Lynx, just as we maintain the confidentiality of all our
other clients' confidential information.
Present Conflict Waiver regarding 7040 Investments LLC: Based on the information
provided us and a computerized name check we performed against our records, we have
determined that the Firm's representation of South Miami in the Matter creates a conflict of
interest because of our current unrelated representation of 7040 Investments LLC ("7040") in
connection with land use and zoning matters (the "7040 Matter"). The 7040 Matter may include
advocacy before the South Miami City Commission and may potentially include representing
7040 in litigation against South Miami. Under Florida's Rules of Professional Conduct, the Firm
may not oppose a current client on a matter, even if it is unrelated, without informed consent by
both clients. Therefore, we request that South Miami waive the conflict of interest and permit us
to represent South Miami in this Matter at the same time as we represent 7040 in the 7040
Matter, including any potential litigation against South Miami relating to the 7040 Matter.
Before we may proceed with our representation of South Miami in the Matter, we must
confirm that South Miami consents to waive this possible conflict of interest. Such a conflict is
waivable only if (i) the conflict is fully disclosed to both parties, (ii) our exercise of independent
professional judgment in the representation of one client will not be materially limited by our
responsibilities to the other client, (iii) we reasonably believe that our representation will not be
adversely affected by the conflict, and (iv) our representation does not violate any other ethical
requirements, such as the attorney's duty of confidentially, to each client.
MIAMI 5986766.5 73190/10196
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(C.4,* Bilzin Sumberg
City of South Miami
September 5, 2018
Page 5
We have examined the Matter for South Miami and the 7040 Matter and have concluded
that the conflict of interest described above is waivable. South Miami should consider a number
of issues in deciding whether to waive the conflict of interest.
One issue concerns the extent to which the Finn's past and present representation of 7040
could adversely affect our representation of South Miami. In general, a lawyer owes a client a
duty of loyalty which, among other things, requires a lawyer to exercise judgment that is not
influenced by factors that are extraneous to the engagement. The issue here is whether the Firm's
loyalty to South Miami and its independent judgment in the Matter would be adversely affected
as a result of representing 7040. In other words, the question is whether the Firm will be as
diligent in pursuing South Miami's interests as it would be if 7040 were not a client. We will
make every reasonable effort to diligently pursue South Miami's interests in the Matter as if 7040
were not a client of the Firm.
Another issue South Miami should consider is the possibility that the Firm may be
exposed to confidential information in the course of the Matter or the 7040 Matter that could
create a conflict of interest. For example, when a lawyer represents a client and learns
information relevant to the representation, the lawyer is ordinarily required to disclose that
information to its clients. However, when the information comes from another client, the lawyer
has a duty to protect that other client's confidential information. Therefore, we could acquire
confidential information from South Miami in which 7040 might be interested, or we could
acquire confidential information from 7040 that South Miami might ordinarily be interested in
learning. In each case we would owe a duty to one client to keep the information confidential
and a duty to disclose it to the other client. As a result, we request that South Miami waive this
possible conflict of interest and consent to us maintaining the confidentiality of information we
learn both from South Miami and from 7040, just as we maintain the confidentiality of all our
other clients' confidential information.
Advance Conflicts Waiver Regarding Potentially Adverse Engagements: The Firm
represents, and in the future will represent, many other clients.' The Firm cannot enter into this
engagement if doing so could interfere with our ability to represent existing or future clients who
develop relationships or interests adverse to South Miami. Therefore, subject to the conditions in
this letter, we ask South Miami to waive all conflicts of interest that may develop in the future to
the extent they are described below.
I Our real estate, land use, restructuring and bankruptcy, and litigation practices each comprise an important part of
the Firm's portfolio of legal services. Our real estate clients include borrowers from institutional lenders. Our land
use, real estate and corporate clients include those who participate in competitive bidding for public projects or
public service, as well as representation of clients who may seek land use, zoning, permitting or other approvals from
the City in quasi-judicial or administrative proceedings. Our restructuring and bankruptcy clients include debtors,
creditors (and creditor committees) and bankruptcy trustees. Our litigation clients include a variety of clients who
are party to a variety of commercial and other disputes with institutional entities.
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C.4cBilzin Sumberg
City of South Miami
September 5, 2018
Page 6
The Firm only is requesting a waiver to allow it to perform legal work that is both
factually and legally unrelated to the work the Firm performs for South Miami. The Firm does
not request a waiver that would allow it:
• to attack work the Firm performs for South Miami; or
• to disclose or use adversely to South Miami, or place itself in a position to
disclose or use adversely to South Miami, any of South Miami's confidential and
nonpublic information.
The Scope of the Requested Waiver
Specifically, we request that South Miami now waive any conflict of interest that may
arise in the future as a result of any matter in which the Firm represents any other client in any
matter, even if that other matter is adverse to South Miami, but only if that other matter is not
substantially related to any matter in which we represent South Miami (a "Permitted
Representation''). In that regard, we ask South Miami to confirm the following:
1) South Miami will not assert any matter in which we represent South Miami as a
basis to preclude or otherwise disqualify the Firm from any Permitted Representation;
2) The Firm has advised South Miami to consult with other counsel about the terms
and conditions of this advance conflicts waiver and South Miami has had the opportunity to do
so;
3) South Miami's agreement and consent to the provisions of this advance conflicts
waiver is both voluntary and fully informed;
4) South Miami understands that its consent will be relied upon by the Firm; and
5) Although South Miami may revoke this advance conflicts waiver at any time as it
relates to future matters, a revocation will not affect any matters undertaken by the Firm before it
has received notice of revocation.
If we become aware of the existence of a conflict of interest not waived by this advance
conflicts waiver, we will notify South Miami of the conflict promptly. We may thereafter
terminate our representation of South Miami if South Miami and the other source of conflict do
not agree to waive that conflict of interest in a writing that is satisfactory to us. In all events, all
2 For purposes of this engagement letter, matters are "substantially related" if they involve the same transaction or
legal dispute, or if the current matter would involve the lawyer attacking work that the lawyer performed for the
former client.
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C.4 Bilzin Sumberg
City of South Miami
September 5, 2018
Page 7
fees and expenses incurred through the date of any termination due to a conflict of interest will
be due and payable by South Miami upon receipt of our statement.
Permission to use Information in Firm Marketing: We also would appreciate your
permission to use a general description of this matter and your name and logo in our Firm
business development efforts and materials. If you do not wish us to use this information, please
draw a line through and initial this paragraph, and return a copy to us.
We appreciate your confidence in us and look forward to a long and mutually rewarding
relationship. If South Miami agrees to our terms in this letter, please sign and return to us the
enclosed copy of this letter in order to confirm that it accurately reflects the scope, terms and
conditions with respect to this engagement. However, please note that your instructing us or
continuing to instruct us on this matter will constitute South Miami's full acceptance of the terms
set out above and attached. If you would like to discuss any of these matters, please give me a
call.
Very truly yours,
Bilzin Sumberg Baena Price & Axelrod LLP
By: Albert E. Dotson, Jr., P.A., a Partner
Albert E. Dotson, Jr., President
MIAM1 5986766.5 73190/10196
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(C Bilzin Sumberg
City of South Miami
September 5, 2018
Page 8
AGREED AND ACCEPTED:
I have read this letter and the attached Standard Terms of Representation and understand
their content. On behalf of the City of South Miami, I accept the engagement of Bilzin Sumberg
Baena Price & Axelrod LLP on those terms and conditions.
CITY OF SOUTH MIAMI
By: _
Name:
Title:
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Bilzin Sumberg Baena Price & Axelrod LLP
Standard Terms of Representation
These Standard Terms of Representation supplement our engagement letter and together
comprise our engagement agreement with the Client to provide legal services.
Scope of Services
Our representation is limited to the performance of the legal services described in our
engagement letter. We will not make any business, management, operational, financial,
accounting, investment, credit or valuation decisions. During the course of our representation,
we may express opinions, beliefs or judgments concerning this matter or the various possible
courses of action or the results that might be anticipated. Any expressions by us concerning the
outcome of this matter are expressions of our judgment only; they are not promises or guarantees.
Our lawyers are admitted to practice law in the State of Florida. We will not be providing
substantive legal assistance, or opining, with respect to the laws of any other State or jurisdiction,
except United States Federal law if appropriate and consistent with our engagement and within
our scope of our legal services described in our engagement letter.
Our Professional Fees
Unless we have agreed to an alternate fee arrangement in our engagement letter, we will
bill for our services at the applicable hourly rates in effect at the time we render the services. We
establish those rates on our assessment of the fair value for the services we render after taking
into consideration many factors, including but not limited to, the complexity or novelty of the
work performed, the seniority, experience and practice area of the lawyers, paralegals or law
clerks performing the work, the time period within which the work is required to be completed,
and the likelihood that the engagement will preclude our acceptance of other employment. We
have established hourly rates using the foregoing factors for lawyers, paralegals, law clerks and
other staff timekeepers. We will record our time in units of tenths of an hour.
Any billing and rate information we have provided is confidential and solely for the
purpose of the Client's evaluation of our engagement. It is not to be disclosed to, or discussed
with, third parties without our prior written consent.
Costs and Expenses; Vendors
In addition to our professional fees, the Client agrees to pay expenses incurred by us in
connection with this engagement. Such expenses may include among other things filing fees, the
fees of expert witnesses and other professionals, long distance telephone charges, postage,
courier and overnight delivery charges, overtime word processing, facsimile charges and related
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expenses, hotel and travel expenses, computerized legal research and related expenses, staff
overtime and after hours meals. Unless the Client request otherwise, we generally use our in-
house printing and document duplicating services rather than third -party services due to timing
and confidentiality concerns.
We do not intend to make any profit on such expenses and will pass the costs on to the
Client based as closely to our costs as possible. We may, however, receive certain benefits from
having incurred certain costs, such as frequent flyer points. Those benefits will be retained by
the firm or the individual to whom they were awarded without credit to the Client. It is Firm
policy not to advance third party costs in excess of $500, but to require the Client to pay them
directly instead.
Billing Arrangements and Terms of Payment
We intend to render monthly invoices for fees and expenses. We normally render separate
invoices for each legal matter we handle. The Client also will receive a monthly statement that
shows any past due invoice, by number and date, for each of the Client's matters. The Client
agrees to pay all invoices upon receipt. For payments originating from jurisdictions outside of
the USA, where payments may be subject to foreign withholding taxes, the Client will be
responsible for these tax payments, so that the net payment equals the full invoice amount.
We will give prompt notice if an account becomes delinquent and the Client agrees to
bring the account (and/or advance fee deposit) current. Any balance not paid within 30 days of
the invoice date may, in our discretion, be subject to an interest charge at the then prevailing
statutory rate, from the date due until payment. If any invoice is not paid promptly, we may
suspend or terminate our services in our sole discretion. The Client also agrees to pay our fees
and costs, including court costs, filing fees and reasonable attorneys' fees, of collecting any
unpaid invoice amounts.
Advance Fee and Other Trust Deposits
In accordance with Firm policy, we have required an advance fee deposit to begin this
engagement. The Client agrees that the advance fee deposit will be applied against our final
statement for professional fees and costs, or against such earlier statements as we may deem
appropriate in our sole discretion. In addition, we may apply all or any portion of the advance fee
deposit amount to outstanding invoices for other Client matters that have not been paid. If the
advance fee deposit is depleted or proves insufficient to cover current or anticipated fees and
expenses at any point during the representation, the Client agrees to replenish it promptly.
If a trial, final hearing, or arbitration date is set, we will require South Miami to pay all
amounts then owing to us and to deposit with us the fees we estimate will be incurred in
preparing for and completing the trial, final hearing, or arbitration, as well as costs likely to be
incurred. If South Miami fails to timely pay any requested additional deposit, we will have the
M IAM 15986766.5 73190/ 10196
2
right to withdraw from this engagement and to cease performing further work on this matter. If
permission of the court or arbitration panel is required, South Miami agrees not to oppose any
motion to withdraw we may file. Any funds that we receive that belong to South Miami will be
deposited in our client trust account and held for it until disbursed. Any funds remaining from
the advance fee deposit, after our account is paid in full, will be refunded to South Miami.
All trust deposits we receive, including advance fee deposits, will be placed in a trust
account for the Client's benefit. The Florida Supreme Court requires that each law firm establish
a pooled trust account from which the interest earned is payable to The Florida Bar Foundation,
Inc., a not for profit organization. The firm may place the Client's advance fee deposit in that
pooled trust account and the interest earned will be payable to that foundation. Any -funds
remaining from the advance fee deposit if any, after the engagement has concluded and our
account with regard to the Client's matters is paid in full, shall be returned to the Client.
Termination or Conclusion of Engagement
The Client or we may terminate our representation at any time upon written notice. In the
event we terminate the engagement, we will take such steps as are reasonably practicable to
protect the Client's interests in this matter.
Upon the termination of our representation, the Client will pay for all services rendered
and expenses paid or incurred in connection with the engagement, including fees and costs
associated with copying and/or transferring files or transitioning to new counsel. The Client
agrees to take all steps necessary to free us of any obligation to perform further, including the
execution of any documents necessary to perfect our withdrawal from representation and
termination of this engagement.
Unless previously terminated or other arrangements are made, our representation of the
Client will terminate upon our sending our final statement for services rendered in the matter to
the Client. Unless we agree otherwise in writing, we will have no continuing obligation to advise
the Client with respect to future legal developments once this matter has concluded.
Record Retention
During the course of this matter, we will accumulate certain documents in our files
relating to this matter. At the conclusion of the matter, it is the client's obligation to tell us
which, if any, documents it wishes to receive. After receipt of payment for all outstanding fees
and costs, any original documents that the Client has provided to us which have intrinsic value or
which directly affect property rights such as wills, deeds or negotiable instruments will be
returned to the Client upon request. Other documents and electronic records relating to this
matter will be made available to the Client for copying at its expense to the extent they are still
easily accessible when requested. If we receive no guidance _ from the Client, appropriate
documents, papers, files, and records of any kind or nature, will be retained by the firm; however,
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70
for various reasons, including the minimization of unnecessary storage expenses, we reserve the
right to destroy or otherwise dispose of any such documents or other materials — whether in
paper, recorded, electronic or other format — at any time after two years after the termination or
conclusion of our engagement.
Confidentiality
In the course of our representation, we will not furnish to the Client any non-public
information about other clients of the Firm. Likewise, we will not furnish any of the Client's
non-public information to any of our other clients without the Client's consent.
Governing Law & Choice of Forum
This engagement agreement is a binding agreement governed by, and construed and
enforced in accordance with, the internal laws of the State of Florida (without reference to the
conflict of laws provisions or rules thereof). Any proceeding arising out of any dispute relating
to our engagement shall be brought solely in the l 1 th Judicial Circuit in and for Miami -Dade
County, Florida or the United States District Court for the Southern District of Florida.
Use of E-mail
E-mail is typically viewed as a quick and effective means for communication. During the
course of this engagement, both you and the firm will use electronic devices and Internet services
to communicate and to send or make documents available. No medium of communication is
100% secure. As a result, a -mails between us may be intercepted or diverted and may never
reach us or their intended addressees. The firm has policies and systems in place designed to
make our electronic communications with you reasonably secure. It is equally important that you
communicate with us in a manner that reasonably protects the confidentiality of information we
share. This means that you should not use any computers or other electronic devices, networks,
or Internet addresses that are owned, controlled, or may be accessed by others. That includes, but
is not limited to, using devices or Internet services provided by a hotel, library, Internet cafe or a
shared computer. Any device you do use should be password -protected and not accessible for
use by a third -party. Please remember that an e-mail is permanent and it is subject to discovery
and legal process just as if it were a written communication.
MIAM1 5986766.5 73190/10196
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Post Engagement Matters
Although we may choose to notify former clients and other friends of the firm of
significant changes in the law after we have completed an engagement, we do not do so as a
matter of course. After the matter for which we have been engaged is concluded, we will have
no obligation to advise the Client of subsequent changes in the law or other matters of fact or law
that may affect the Client or the Client's interests. Any such noticeor information provided after
our engagement has been concluded is a matter of courtesy. It is not intended, and will not give
rise, to an attorney -client relationship.
A t IAM 15986766.5 73190/ 10196
5
72
WIRING INSTRUCTIONS
ADVANCE FEE DEPOSIT ACCOUNT ONLY
Bank: CITIBANK, N.A.
Miami, Florida 33 ] 3 l
ABA No: 266086554
For Credit to: BILZIN SUMBERG BAENA PRICE & AXELROD LLP
TRUST #2 ACCOUNT
Account No.:
Reference: City of South Miami ("South Miami")/Client.Matter#/AED
Add for International Wires:
Swift Code: CITIUS33MIA
MIAMI 5986766.5 73190/10196
6 73
For subsequent INVOICE PAYMENTS please use the following wire instructions below:
BANK: CITIBANK, N.A.
Miami, Florida 33131
ABA No: 266086554
For Credit to: BILZIN SUMBERG BAENA PRICE & AXELROD LLP
DEPOSIT ACCOUNT
Account No.:
Reference: City of South Miami/Client.Matter #/Invoice #
Add for International Wires:
Remitting in USD:
Swift code# CITIUS33MIA
MIAM1 5986766.5 73190/10196 74
September 5, 2018
Thomas Pepe, City Attorney
City of South Miami
City Hall
6130 Sunset Drive
South Miami. FL 33143
Invoice # AED/RET
RE. Engagement of Public/Private Partnership Counsel Regarding City Hall Site
Redevelopment, RFP No. 2018-01
ADVANCE FEE DEPOSIT INVOICE
ADVANCE FEE DEPOSIT DUE:
MIAMI 5986766.5 73190i10196
$10,000.00
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