As in-house counsel for a construction contractor and engineer, Ms. Earnest performed the following: advised the Civil/Construction/Mining, Power, and Oil & Gas Business Units in the pursuit of infrastructure and industrial projects, negotiation of contracts, implementation of work, and dispute resolution; drafted and negotiated contracts for domestic and international infrastructure and industrial projects valued from hundreds of thousands to those in excess of one billion dollars; negotiated professional services agreements (engineering consulting and construction management services), design/build and construction contracts, change orders, and settlement agreements; represented the contractor as the construction joint venture partner in the pursuit of private public partnership projects; managed outside counsel regarding litigation (cost and schedule construction claims, OSHA citations, union grievances, personal injury claims), intellectual property law, environmental matters, federal contract provisions, creation of special purpose entities, payment disputes, and international legal matters; consulted with engineers, managers, and executive management to communicate risks, develop practical solutions to mitigate risks, and resolve disputes; and worked with risk management in-house experts and brokers to evaluate insurance coverage.  In private practice, Ms. Earnest provided legal representation to owners, developers, contractors, and subcontractors in the negotiation of contracts and the resolution of breach of contract, termination, and lien claims; performed research regarding construction litigation claims and prepared complaints.

Ms. Earnest has negotiated and drafted purchase agreements, leases, and closing documents for commercial and residential real estate purchase and sale transactions including those for affordable housing projects.  She has assisted clients with loan financing documents and acquisitions through eminent domain.

Ms. Earnest has prepared documents for the creation and operation of corporations, private foundations, and limited liability companies; prepared merger documents including acquisition agreements, assignments, resolutions and employment agreements; negotiated shareholders’ agreements, LLC operating agreements, and joint venture agreements; advised clients on the tax implications and requirements associated with the formation of non-profit organizations, conservation easements, business division in divorce, estate planning and characterization of income.  She has drafted development management agreements and strategized with real estate developers regarding their organizational structure and contracts in order to minimize taxation.

In private practice, Ms. Earnest negotiated and drafted documents relating to mergers, asset acquisitions, stock purchases, noncompetition agreements, indemnity agreements, employment agreements, and other closing documents associated with such business transactions.  As in-house counsel, she participated in business asset sales and internal reorganizations in anticipation of stock sales.

Ms. Earnest has reviewed and negotiated federal and state contracts for infrastructure projects, negotiated change orders, participated in dispute resolution processes, researched and advised regarding interpretation and application of federal acquisition regulations and state procurement regulations, and represented contractors in the development of claims.