Agenda 12/08/2015 Item #16K212/8/2015 16.K.2.
EXECUTIVE SUMMARY
Recommendation to approve an Amendment to Agreement for Legal Services for the
Retention Agreement with Bryant Miller Olive PA extending the expiration date to
December 13, 2018.
OBJECTIVE: That the Board of County Commissioners (Board) approves and authorizes its
Chairman to sign an Amendment to Agreement for Legal Services relating to the Retention
Agreement with the law firm of Bryant Miller Olive P.A. The amendment is to extend the
expiration date to December 13, 2018.
CONSIDERATIONS: On December 14, 2010, the County and Counsel entered into an
Agreement (the "Agreement ") wherein the County agreed to retain Counsel to provide
professional specialized legal services. The professional services to be rendered as specified in
Article 3 of the Agreement was for a three (3) year term with two (2) additional renewal terms of
one year per each term.
FISCAL IMPACT: There is no change in the fiscal impact portion of the Agreements.
GROWTH MANAGEMENT IMPACT: None.
LEGAL CONSIDERATIONS: The proposed Amendment was reviewed for form and legality
by the County Attorney, and requires a majority vote for approval. -JAK
RECOMMENDATION: That the Board of County Commissioners (Board) approves and
authorizes its Chairman to sign an Amendment to Agreement for Legal Services relating to the
Retention Agreement with the law firm of Bryant Miller Olive P.A. The amendment is to extend
the expiration date to December 13, 2018.
PREPARED BY: Jeffrey A. Klatzkow, County Attorney
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.K.16.K.2.
Item Summary: Recommendation to approve an Amendment to Agreement for Legal
Services for the Retention Agreement with Bryant Miller Olive PA extending the expiration date
to December 13, 2018.
Meeting Date: 12/8/2015
Prepared By
Name: AllenDebbie
Title: Legal Office Administrator, CAO Office Administration
11/9/2015 2:29:36 PM
Submitted by
Title: County Attorney,
Name: KlatzkowJeff
11/9/2015 2:29:37 PM
Approved By
Name: KlatzkowJeff
Title: County Attorney,
Date: 11/9/2015 4:01:11 PM
Name: IsacksonMark
Title: Division Director - Corp Fin & Mgmt Svc, Office of Management & Budget
Date: 11/10/2015 2:02:01 PM
Name: CasalanguidaNick
Title: Deputy County Manager, County Managers Office
Date: 11/16/2015 5:03:28 PM
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AMENDMENT TO AGREEMENT FOR LEGAL SERVICES ow -
THIS AMENDMENT TO AGREEMENT FOR LEGAL SERVICES to Retention
Agreement is entered into on the below date by Collier County, Florida, a political subdivision of
the State of Florida, through its Board of County Commissioners, hereinafter referred to as the
"County" and Bryant Miller Olive P.A., (hereinafter referred to as "Counsel').
WITNESSETH
WHEREAS, on December 14, 2010, the County and Counsel entered into an Agreement
(the "Agreement ") wherein the County agreed to retain Counsel to provide professional
specialized legal services; and
WHEREAS, the professional services to be rendered as specified in Article 4 of the
Agreement is for a three (3) year term with two (2) additional renewal terms of one year per each
term; and
WHEREAS, the initial term of the Agreement, will expire on December 13, 2015; and
WHEREAS, the parties wish to amend the Agreement to extend the term of service at the
existing rates for providing these specialized legal services for an additional three (3) years
commencing on December 14, 2015;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree to amend the Agreement as follows:
Article 4 entitled Term and Time of Performance is amended as stated below:
ARTICLE 4
TERM AND TIME OF PERFORMANCE
4.1 The term of this Agreement shall be for a period of three years to
begin December 14, 2848 2015, and to end on December 13, �3 2018, unless
terminated earlier in accordance with the provisions of this Agreement. Absent notice
of intent to terminate, the Agreement may be administratively renewed for two (2)
additional terms of one (1) year each. (In the event the term of this Agreement
extends beyond a single fiscal year of County, the continuation of this Agreement
beyond the end of any fiscal year shall be subject to the availability of funds from
County in accordance with Chapter 129, Florida Statutes.)
4.2 Time shall be deemed to be of the essence in performing the duties,
obligations and responsibilities by this Agreement.
4.3 Any amendments, alterations, variations, modifications or waivers of
provisions of this Agreement shall only be valid when they have been reduced to
[04- COA- 01158/1219604/1]
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writing, duly signed by both parties hereto, and attached to the original of this
Agreement.
Except as modified by this Amendment, all other terms and conditions of the Agreement
shall remain in full force and effect. If there is a conflict between the terms of this Amendment
and the Agreement, the terms of this Amendment shall prevail.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement
on this day of , 2015, with the intention to attach this Amendment to the
original Agreement.
ATTEST:
DWIGHT E. BROCK, Clerk
:
, Deputy Clerk
Approved as to form and legality:
Jeffrey A. Klatzkow
County Attorney
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
LN
Tim Nance, Chairman
BRYANT MILLER OLIVE P.A.
By:_ 5hur� hot'
STATE OF FLORIDA
COUNTY OF LEON
�j}� The foregoing Retention Agreement was acknowledged before me this %h day of
,` Q,n'1b�Z, 2015, byT)U,Lv,.e- 17jD►'u0eir as �{ Qlq-e, c, [3erofBryant Miller Olive
P.A., He /she is Qersonally known tome or produced
as identification.
a;N,.,4 y�,..
y, p,�y. l� Signature of Not ublic
My Conan. Expk" Mq 7.2018 T Ole ►i Cam+ ' -7 z-o 1
= ConalN Wm 0 EE 1785 9
BondedTkw*NeW 0"Am. Name of Notary Public typ , printed or
My Commission Expires:
[04 -COA- 01158/1219604/1
]
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RETENTION AGREEMENT WITH
BRYANT MILLER OLIVE P.A.
This Retention Agreement is made by and between the Board of County Commissioners
of Collier County, Florida (the "County"), and the law firm of Bryant Miller Olive P.A., of
Tampa, Tallahassee, Orlando, Jacksonville, Miami, Atlanta, Georgia and Washington, D.C.
( "Bryant Miller Olive P.A. ").
Whereas, Bryant Miller Olive P.A. has special expertise and resources in a wide range of
local government legal matters, with particular expertise in public finance and related issues; and
Whereas, the County from time to time has a requirement and need for specialized
Disclosure Counsel legal services which are particularly within the expertise of Bryant Miller
Olive P.A.; and
Whereas, Bryant Miller Olive P.A. has prepared disclosure documentation on most
County financings over the last decade and is familiar with the County's financing activities.
Now, Therefore, in consideration of the premises contained herein, the County hereby
hires and retains Bryant Miller Olive P.A. and Bryant Miller Olive P.A. hereby agrees to provide
disclosure counsel legal services to County.
ARTICLE 1
COMPENSATION; METHOD OF PAYMENT
1.1 Bryant Miller Olive P.A. understands and agrees that its compensation relating to
bond issues and financing shall be contingent upon the consummation of the applicable financing
transaction (i.e., the issuance and sale of the financial instruments) unless otherwise set forth in
Exhibits "A" and `B." Bryant Miller Olive P.A. further agrees that its fees for refunding of prior
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bond issues shall be the same as a new issue of bonds, unless otherwise set forth in Exhibit "A."
Bryant Miller Olive P.A. shall submit invoices for compensation no later than sixty (60) days
after the issuance of the bonds, notes or other financial instrument.
1.2 To be deemed proper, all invoices must comply with the requirements set forth in
this Agreement and must be submitted on the form and pursuant to the instruction prescribed by
County consistent with Exhibits `B" and "C." Payment may be withheld for failure of Bryant
Miller Olive P.A. to comply with a term, condition, or requirement of this Agreement.
1.3 Payment shall be made to Bryant Miller Olive P.A. at:
Bryant Miller Olive P.A.
One Tampa City Center, Suite 2700
Tampa, Florida 33602
ARTICLE 2
DISCLOSURE COUNSEL — SCOPE OF WORK
2.1 Bryant Miller Olive P.A. shall serve as Disclosure Counsel when requested by the
County, and perform the following services with respect to the issuance of bonds (including
conduit bonds issued by the County) and matters relating thereto as follows:
(a) Prepare all disclosure documents at the request of the County, but only insofar
as such documents describe the Bonds and summarize the underlying documents. Assist the
County and County's financial advisor in the preparation of the remaining portions of the
disclosure documents. However, Bryant Miller Olive P.A. assumes no responsibility for the
portions of the disclosure documents insofar as such documents describe the financial
circumstances of the offering or any other statistics, projections or data.
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(b) Perform due diligence with regard to County financings to assist the County in
providing adequate disclosure with respect to County's financings.
(c) Assist the County and the underwriters in the compliance with federal and
state securities laws.
(d) Render appropriate opinions to the County pertaining to disclosure as well as a
reliance letter to the underwriters.
(e) Prepare the Continuing Disclosure Certificate in order to assist the
underwriters in complying with the continuing disclosure requirements of Rule 15c2 -12.
(f) Preparation of Purchase Contract on behalf of the County, if applicable.
2.2 Bryant Miller Olive P.A.'s Disclosure Opinion will be addressed to the County and
will be delivered by Bryant Miller Olive P.A. on the date the Bonds are issued (the "Closing ").
2.3 The Disclosure Opinion will be based on facts and law existing as of its date. In
rendering the Disclosure Opinion, Bryant Miller Olive P.A. will rely on the certified proceedings
and other certifications of public officials and other persons furnished to them without
undertaking to verify the same by independent investigation, and Bryant Miller Olive P.A. will
assume continuing compliance by the County with applicable laws relating to the Bonds. During
the course of this engagement, Bryant Miller Olive P.A. will rely on County's staff and officials
to provide them with complete and timely information on all developments pertaining to any
aspect of the financing, the Bonds and the security for the Bonds.
2.4 Bryant Miller Olive P.A.'s duties in this engagement are limited to those
expressly set forth above. Among other things, Bryant Miller Olive P.A.'s duties do not include:
(a) Preparation of blue sky or investment surveys with respect to the Bonds.
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(b) Investigation or expression of any view as to the creditworthiness of the
County, the Bonds, any credit enhancement provider, or the debt instrument; or, providing
services related to hedging or derivative financial products (e.g. "swaps" and related documents
or opinions).
matters.
investigations.
(c) Representation of the County in post - closing regulatory investigation or
(d) Representing the County in Securities and Exchange Commission
(e) Addressing any other matter not specifically set forth above that is not
required to render their Disclosure Opinion.
ARTICLE 3
INSURANCE
3.1 Bryant Miller Olive P.A. shall as a minimum, provide, pay for, and maintain in
force at all times during the term of this Agreement, professional liability insurance in an amount
not less than Three Million Dollars ($3,000,000.00) per claim, Combined Single Limits. If any
liability insurance obtained by Bryant Miller Olive P.A. to comply with the insurance
requirements contained herein is issued on a "claims made" form as opposed to an 'occurrence"
form, the retroactive date for coverage shall be no later than the commencement date of the
assigned work to which this Agreement applies, and such insurance shall provide, in the event of
cancellation or non - renewal, that the discovery period for insurance claims shall not be less than
three years following the completion of the assigned work and acceptance by the County.
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3.2 Such policy or policies shall be issued by United States Treasury approved
companies authorized to do business in the State of Florida.
3.3 Bryant Miller Olive P.A. shall furnish to the Risk Management Director
Certificates of Insurance or endorsements evidencing the insurance coverages specified by this
Article prior to beginning performance of work under this Agreement.
ARTICLE 4
TERM AND TIME OF PERFORMANCE
4.1 The term of this Agreement shall be for a period of three years to begin. December
14, 2010, and to end on December 13, 2013, unless terminated earlier in accordance with the
provisions of this Agreement. Absent notice of intent to terminate, the Agreement may be
administratively renewed for two (2) additional terms of one (1) year each. (In the event the
term of this Agreement extends beyond a single fiscal year of County, the continuation of this
Agreement beyond the end of any fiscal year shall be subject to the availability of funds from
County in accordance with Chapter 129, Florida Statutes.)
4.2 Time shall be deemed to be of the essence in performing the duties, obligations
and responsibilities by this Agreement.
4.3 Any amendments, alterations, variations, modifications or waivers of provisions
of this Agreement shall only be valid when they have been reduced to writing, duly signed by
both parties hereto, and attached to the original of this Agreement.
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ARTICLE 5
TERMINATION
5.1 This Agreement may be terminated by either party for cause upon ten (10) days'
notice or by the County for convenience upon no less than thirty (30) days' advance written
notice in accordance with the "NOTICES" section of this Agreement.
5.2 Termination of this Agreement for cause shall include, but not be limited to,
failure to suitably perform the work, failure to continuously perform the work in a manner
calculated to meet or accomplish the objectives of County as set forth in this Agreement, or
multiple breach of the provisions of this Agreement notwithstanding whether any such breach
was previously waived or cured.
5.3 In the event this Agreement is terminated for convenience, Bryant Miller Olive
P.A. shall be paid for any services performed to the date the Agreement is terminated; however,
upon being notified of County's election to terminate, Bryant Miller Olive P.A. shall refrain from
performing further services or incurring additional expenses under the term of this Agreement.
Bryant Miller Olive P.A. acknowledges and agrees that Ten Dollars ($10) of the compensation to
be paid by County, the adequacy of which is hereby acknowledged by Bryant Miller Olive P.A.,
is given as specific consideration to Bryant Miller Olive P.A. for County's right to terminate this
Agreement for convenience. Bryant Miller Olive P.A.'s obligations to the County as provided
for hereunder shall cease upon termination, except for participating in an orderly and professional
transfer of such responsibilities and files or copies of files to the County or its designee.
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ARTICLE 6
RECORD AUDIT AND INSPECTION
6.1 County shall have the right to audit the books and records of Bryant Miller Olive
P.A. pertinent to the funding under this Agreement. Bryant Miller Olive P.A. shall preserve and
make available, at reasonable times for examination and audit by County, all financial records,
supporting documents, and other documents pertinent to this Agreement for a period of three (3)
years after termination of this Agreement or, if any audit has been initiated and audit findings
have not been resolved at the end of the three years, the books and records shall be retained until
resolution of the audit findings.
6.2 If the Florida Public Records Act (Chapter 119, Fla. Stat.) is determined by
County to be applicable to Bryant Miller Olive P.A.'s records, Bryant Miller Olive P.A. shall
comply with all requirements thereof; however, no confidentiality or non - disclosure requirement
of either federal or state law shall be violated by Bryant Miller Olive P.A..
ARTICLE :7
CONFLICT OF INTEREST
7.1 Bryant Miller Olive P.A. states that it is familiar with and will comply with the
terms and conditions of Chapter 112, Part III, Florida Statutes (Code of Ethics).
7.2 It is important that Bryant Miller Olive F.A. be independent and impartial in order
to properly conduct its services to the County. Bryant Miller Olive P.A. shall not act as counsel
in any lawsuit or other adversary proceeding in which County is named as. an adversary party or
in which Bryant Miller Olive P.A. takes an adverse position to the County.
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7.3 Neither Bryant Miller Olive P.A. nor its employees shall have or hold any
continuing or frequently recurring employment or contractual relationship that is substantially
antagonistic or incompatible with Bryant Miller Olive P.A.'s loyal and conscientious exercise of
judgment related to its performance under this Agreement.
7.4 In the event Bryant Miller Olive P.A. is permitted to utilize subcontractors, herein,
to perform any services required by this Agreement, Bryant Miller Olive P.A. agrees to prohibit
such subcontractors, by written contract, from having any conflicts as within the meaning of this
section.
7.5 If at any time Bryant Miller Olive P.A.'s firm represents a client in matters having
to do with the Collier County government, be it before the Board of County Commissioners or
any other agency or division of Collier County government, Bryant Miller Olive P.A. will contact
the County Attorney's Office before undertaking such representation so that it can be determined
whether a conflict of interest exists.
7.6 The rules regulating The Florida Bar provide that common representation of
multiple parties is permissible where the clients are generally aligned in interest, even though
there is some difference in interest among them. Bryant Miller Olive P.A. has disclosed to the
County that it has, and may in the future, serve as bond, disclosure or other counsel to other local
governments or otherwise act as underwriter's counsel on unrelated public finance matters in
Florida. From time to time, Bryant Miller Olive P.A. may represent the firms which may
underwrite the County's bonds, notes or other obligations (and other financial institutions hired
by the County) on financings for other governmental entities in Florida on unrelated matters. In
either case, such representations are standard and customary within the industry and Bryant
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Miller Olive P.A. can effectively represent the County and the discharge of its professional
responsibilities to the County will not be prejudiced as a result, either because such engagements
will be sufficiently different or because the potential for such prejudice is remote and minor and
outweighed by consideration that it is unlikely that advice given to the other client will be
relevant in any respect to the subject matter, and the County expressly consents to such other
representations consistent with the circumstances herein described. The County acknowledges
and agrees that Bryant Miller Olive P.A.'s role as bond counsel, disclosure counsel, or counsel to
other clients of ours will not per se be construed as a conflict or be objectionable to the County.
However, the County reserves the right to identify a representation that it finds objectionable in
the future, in which case Bryant Miller Olive P.A. agrees to take appropriate steps to resolve the
issue.
ARTICLE 8
INDEMNIFICATION
8.1 Bryant Miller Olive P.A. acknowledges and agrees that Ten Dollars ($10.00) of
the compensation to be paid by County, the adequacy of which is hereby acknowledged by
Bryant Miller Olive P.A., is given as specific consideration to Bryant Miller Olive P.A. so that
Bryant Miller Olive P.A. shall at all times hereafter indemnify, hold harmless and, at County's
option, defend or pay for an attorney selected by County to defend County, its officers, agents,
servants, and employees against any and all claims, losses, liabilities, and expenditures of any
kind, including attorney fees, court costs, and expenses, caused by negligent act or omission of
Bryant Miller Olive P.A., its employees, agents, servants, or officers, or accruing, resulting from,
or related to the subject matter of this Agreement including, without limitation, any and all
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claims, demands or causes of action of any nature whatsoever resulting from injuries or damages
sustained by any ;on or property. The provisions of this section shall survive the expiration or
earlier termination of this Agreement. To the extent considered necessary by County, any sums
due Bryant Miller Olive P.A. under this Agreement may be retained by County until all of
County's claims for indemnification pursuant to this Agreement have been settled or otherwise
resolved; and any amount withheld shall not be subject to payment of interest by County.
ARTICLE 9
OWNERSHIP OF DOCUMENTS
9.1 Any and all reports, photographs, surveys, and other data and documents provided
or created in connection with this Agreement are and shall remain the property of County. In the
event of termination of this Agreement, any reports, photographs, surveys, and other data and
documents prepared by Bryant Miller Olive P.A., whether finished or unfinished, shall become
the property of County and shall be delivered by Bryant Miller Olive P.A. to the County within
seven (7) days of termination of this Agreement by either party. Any compensation due to
Bryant Miller Olive P.A. shall be withheld until all documents are received as provided herein.
ARTICLE 10
INDEPENDENT CONTRACTOR
10.1 Bryant Miller Olive P.A. is an independent contractor under this Agreement.
Services provided by Bryant Miller Olive P.A. shall be subject to the supervision of Bryant
Miller Olive P.A., and such services shall not be provided by Bryant Miller Olive P.A. as
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officers, employees, or agents of the County. The parties expressly acknowledge that it is not
their intent to create any rights or obligations in any third person or entity under this Agreement.
ARTICLE 11
NONDISCRIMINATION, EQUAL OPPORTUNI'T'Y
AND AMERICANS WITH DISABILITIES ACT
11.1 Bryant Miller Olive P.A. shall not unlawfully discriminate against any person in
its operations and activities in its use or expenditure of the funds or any portion of the funds
provided by this Agreement and shall affirmatively comply with all applicable provisions of the
Americans with Disabilities Act (ADA) in the course of providing any services funded in whole
or in part by County, including Titles I and 11 of the ADA (regarding nondiscrimination on the
basis of disability), and all applicable regulations, guidelines, and standards.
11.2 Bryant Miller Olive P.A.'s decisions regarding the delivery of services under this
Agreement shall be made without regard to or consideration of race, age, religion, color, gender,
sexual orientation national origin, martial status, physical or mental disability, political
affiliation, or any other factor which cannot be lawfully or appropriately used as a basis for
service delivery. Bryant Miller Olive P.A. shall comply with Title I of the Americans with
Disabilities Act regarding nondiscrimination on the basis of disability in employment and further
shall not discriminate against any employee or applicant for employment because of race, age,
religion, color, gender, sexual orientation, national origin, marital status, political affiliation, or
physical or mental disability. In addition, Bryant Miller Olive P.A. shall take affirmative steps to
ensure nondiscrimination in employment against disabled persons. Such actions shall include,
but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or
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recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and
conditions of employment, training (including apprenticeship), and accessibility.
11.3 Bryant Miller Olive P.A. shall take affirmative action to ensure that applicants are
employed and employees are treated without regard to race, age, religion, color, gender, national
origin, marital status, political affiliation, or physical or mental disability during employment.
Such actions shall include, but not be limited to, the following: employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, other
forms of compensation, terms and conditions of employment, training (including apprenticeship),
and accessibility.
11.4 Bryant Miller Olive P.A. shall not engage in or commit any discriminatory
practice in performing the Scope of Services or any part of Scope of Services of this Agreement.
ARTICLE 12
NOTICES
12.1 Whenever either party desires to give notice to the other, such notice must be in
writing, sent by registered or certified United States Mail, postage prepaid, return receipt
requested, or by hand - delivery, addressed to the party for whom it is intended at the place last
specified. The place for giving notice shall remain the same as set forth herein until changed in
writing in the manner provided in this section
following:
FOR COLLIER COUNTY:
For the present, the parties designate the
Jeffrey A. Klatzkow, County Attorney
Government Center
3299 Tamiami Trail East
Naples, Florida 34112
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FOR BRYANT MILLER OLIVE P.A.:
Duane D. Draper
Bryant Miller Olive P.A.
2502 Rocky Point Drive
Suite 1060
Tampa, Florida 33067
ARTICLE 13
MISCELLANEOUS
13.1 WAIVER OF BREACH AND MATERIALITY
Failure by County to enforce any provision of this Agreement shall not be deemed a
waiver of the provision or modification of this Agreement. A waiver of any breach of a
provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not
be construed to be a modification of the terms of this Agreement.
13.2 COMPLIANCE WITH LAWS
Bryant Miller Olive P.A. shall. comply with all federal, state, and local laws, codes,
ordinances, rules, and regulations in performing its duties, responsibilities, and obligations
related to this Agreement.
13.3 ATTORNEY - CLIENT RELATIONSHIP
In this transaction, the County will be Bryant Miller Olive P.A.'s client and an attorney-
client relationship will exist between the County and Bryant Miller Olive P.A. In performing its
services as Disclosure Counsel, Bryant Miller Olive P.A. will represent the interests of the
County exclusively. Bryant Miller Olive P.A.'s representation of the County will not affect,
however, Bryant Miller Olive P.A.'s responsibility to render an objective Disclosure Opinion.
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Upon the closing of the Bonds transaction, without notice, it will be presumed that Bryant
Miller Olive P.A.'s services on that transaction shall be complete, and Bryant Miller Olive P.A.
will not be actively providing any services under this Agreement, until requested again by the
County or its counsel.
13.4 SEVERANCE
In the event a portion of this Agreement is found by a court of competent jurisdiction to
be invalid, the remaining provisions shall continue to be effective unless County and Bryant
Miller Olive P.A. elect to terminate this Agreement. The election to terminate this Agreement
based upon this provision shall be made within seven (7) days after the finding by the court
becomes final.
13.5 APPLICABLE LAW AND VENUE
This Agreement shall be interpreted and construed in accordance with and governed by
the laws of the State of Florida. Venue for litigation concerning this Agreement shall be in
Collier County, Florida.
13.6 PRIOR AGREEMENTS
This document supercedes all prior negotiations, correspondence, conversations,
agreements, and understandings applicable to the matters contained herein and the parties agree
that there are no commitments, agreements or understandings concerning the subject matter of
this Agreement that are not contained in this document. Accordingly, the parties agree that no
deviation from the terms hereof shall be predicated upon any prior representations or agreements,
whether oral or written. It is further agreed that no modification, amendment or alteration in the
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fir.
terms or conditions contained herein shall be effective unless contained in a written document in
accordance with Article 4 above.
13.7 INCORPORATION BY REFERENCE
The truth and accuracy of each "Whereas" clause set forth above is acknowledged by the
parties. The attached Exhibits "A," `B" and "C" arc incorporated into and made a part of this
Agreement.
DATE: December 14, 2010
gry .184,y;." BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA
aHT. BR,ERK %` Q
i
1 FRED W. COYLE, CHAIR?viAN
A, ,
t i
Ls it if tti Cha lroen �
Approved as to form and
le fficienc r
Jeffrey A. Klatzkow
County Attorney
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DATE: ItIILPLC)
BRYANT MILLER OLIVE P.A.
ar O"QA4r
Its: Shareholder
12/8/2015 16.K.2.
STATE OF FLORIDA
COUNTY OF
The foregoing Retention Agreement was acknowled ed efore me this day of
2010, by as 4se of Bryant Miller Olive
P.A., a Florida Professional Association, on behalf of the professional association. He /she is
sonally known me or produced as identification.
DEbuRAHUGHfv
Public - Slane of Flonda
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04-COA -01158 /2865
Signature of Notary Public
1)61b0 k�-. L
Name of Notary Public typed, pdAted or
My Commission Expires:
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EXHIBIT "A"
The County agrees that Bryant Miller Olive P.A. shall be compensated for the above
services, at the time the bonds are issued, at a fee equal to 80% of the fee payable to the County's
Bond Counsel, or $15,000, whichever is greater. The payment of such fee for Disclosure
Counsel services is completely contingent in all cases on the sale and delivery of the bonds;
however, the firm will be reimbursed for expenses incurred irrespective of the completion of the
bonds issue.
For professional services rendered for services unrelated to the specific issuance of a
new debt, Bryant Miller Olive P.A.'s fee shall be based on the hourly rate as follows:
$395.00 per hour for services provided by principals;
$325.00per hour for services provided by associates;
$50.00 per hour for services provided by law clerks & paralegals.
The rates set forth above shall remain in effect without change for a minimum of two (2)
years from the effective date of this Agreement. In the subsequent years of the Agreement, upon
request of Bryant Miller Olive P.A., the County Attorney is authorized to negotiate to increase
the hourly rate up to a maximum of ten (10) percent without approval by the Board of County
Commissioners. In the negotiation process, Bryant Miller Olive P.A. must substantiate the
reason the request is being made (i.e., market conditions, increase in CPI, etc.).
The County acknowledges that, from time to time, it may be advisable for Bryant Miller
Olive P.A. to assign more than one attorney to a project. Nevertheless, in order to ensure that
such multiple attorney assignments are efficient and cost - effective for the County, Bryant Miller
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Olive P.A. agrees to the following procedures and billing limitations for multiple attorney
assignments on services rendered that are unrelated to the specific issuance of new debt:
1. A primary attorney will be identified for projects or cases. In practice, this means
that generally only the primary attorney will meet or communicate directly with
County personnel or attend meetings, court, arbitrations, mediations or other
proceedings on behalf of the County, except in instances of emergency or where
in the responsible professional judgment of Bryant Miller Olive P.A. the
requirements of the project or case warrant a multiple attorney presence at such
proceedings.
2. Attorneys assigned to a project or case other than the primary attorney will be less
senior attorneys with lower billing rates unless the additional attorney(s) has/have
a demonstrated expertise that will demonstrably enhance the value and efficiency
of the legal services being provided to the County.
3. Bryant Miller Olive P.A. agrees that. internal or in -house conferences among
multiple attorneys assigned to a project or case shall be kept to the absolute
minimum necessary for the professionally responsible provision of the legal
services in question.
Bryant Miller Olive P.A.'s fee shall not exceed $100,000.00 without the approval of the
Board of County Commissioners. Any expenditure beyond the initial $100,000.00 approval by
the Board of County Commissioners must have Board approval prior to work being performed.
(Where appropriate a "not to exceed" sum shall be agreed to when each assignment is made to
Bryant Miller Olive P.A.)
In the event that Bryant Miller Olive P.A. is required or requested to perform any
additional or extraordinary services not herein contemplated, Bryant Miller Olive P.A. shall be
entitled to apply for additional compensation, the amount of which shall be subject to the
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W
approval of County and no such additional compensation in excess of the amount herein stated
shall be paid unless specifically authorized in advance by County in its sole discretion.
Bryant Miller Olive P.A. shall provide, at no cost to County, the annual response to
County's auditors regarding pending or threatened litigation. The auditors typically request
information regarding all litigation, claims and assessments considered to be material. The
response should include the nature of the litigation, the progress of the case to date, an estimate
of the amount or range of potential loss, and any other information considered necessary to
explain the case. Bryant Miller Olive P.A. shall provide said response within 30 days of receipt
of the request.
NOTES:
• Divisions, or departments within such divisions, shall be responsible and pay for legal
counsel services relating to litigation and outside counsel specifically for cases, matters or
issues relating to such division or department, as determined by the County Attorney in
coordination with the County Manager.
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EXHIBIT "B"
1. in addition to the charges for professional fees set forth in Exhibit "A," and the
Schedules attached hereto, County shall reimburse Bryant Miller Olive P.A. for out-
of- pocket expenses reasonably incurred in the course of rendering such legal services,
including costs of long distance calls, printing, costs of reproduction, and necessary
travel expenses incurred in accordance with the requirements of Chapter 112, F.S.
Bryant Miller Olive P.A. shall not charge for travel of attorneys between its offices so
that it can provide the best available and most appropriate lawyer in any of its office
locations for the issues involved.
2. Bryant Miller Olive P.A. shall submit invoices on a monthly basis for the payment of
out -of- pocket expenses. Each invoice shall include a signed certificate listing all
costs, expenses, vouchers, invoices and other documentary evidence that will describe
in reasonable detail the basis for expenditures for which reimbursement is sought as
set forth below.
3. REQUIREMENTS
The following represents Collier County's payment requirements for legal costs
➢ Your federal employee identification number must be on all invoices submitted.
➢ No service, interest, or other charge of like nature is to be imposed with regard to
any item, invoice, or request. All firms doing business with Collier County must
have a current W -9 "Request for Taxpayer Identification Number and
Certification" on file.
➢ Services rendered must be specifically and concisely identified, as well as the
bond issue or financing transaction for which the services were rendered.
A Names of persons performing services, hourly rates, and dates must be listed. The
County agrees to reimburse Bryant Miller Olive P.A. for retention and utilization
of sub - consultants.
➢ Reimbursable expense must be verified by attached receipts or copies thereof.
➢ Claims for mileage and meals cannot exceed statutory allowance as provided for
under Chapter 112, F.S. Meals and mileage cannot be charged unless the
professional has traveled outside the county of the principal business location.
➢ Claims for lodging at single rate (actual cost) must be substantiated by paid bill or
charge, with a cap of no more than $150.00 per night.
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➢ Car rentals required for travel should include compact or standard -size vehicles
only.
Common carrier travel shall be reimbursable at tourist or coach class fares only.
➢ Accounting Division requires original receipts, or copies of receipts which have
been individually certified to be true copies of the originals. In addition the
Certificate contained in Exhibit "C" must accompany each invoice. The certifying
person must sign the Certification form and a description provided of the items,
which are certified.
➢ Faxes shall not be reimbursed
➢ Legal Research costs ( Lexis- Nexis, Westlaw, etc.) shall not be reimbursed.
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EXHIBIT "C"
CERTIFICATE
IT IS HEREBY CERTIFIED that:
I has been duly designated as special counsel to
render legal services or provider of services for or on behalf of Collier County;
2. Each of the documents hereinafter identified and attached is a true and correct copy of the
original record;
3. Expenditure(s) enumerated represent costs necessarily incurred during the course of
official business for which payment has not been received and for which documentation is
not available or reasonably retrievable;
4. Claims are in compliance with the applicable statutes and administrative orders, and with
the express provision that all other parties are barred from entitlement to any part of these
costs.
RE: Invoice No. , Dated
Period Covered: , Amount
IN -HOUSE CHARGES:
Photocopies:
Mileage:
OTHER (Copies of invoices required):
Long Distance Calls
Other:
TOTAL:
copies @ $0.15 /each
miles @ /mile
FOR THE FIRM
Signed: _
Print Name:
'title:
Date:
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C