Agenda 01/14/2014 Item # 16K3 1/14/2014 16.K.3.
EXECUTIVE SUMMARY
Recommendation to approve increasing a Purchase Order with Nabors Giblin & Nickerson,
P.A. ("Nabors Giblin"),up to an additional$50,000.00,in connection with their providing legal
services involving the acquisition of the Orange Tree Utility Company, Inc.
OBJECTIVE: That the Board of County Commissioners approves increasing a Purchase Order
with Nabors Giblin up to an additional $50,000.00, in accordance with the County's retainer
agreement, to allow for continued legal services in connection with the acquisition of the Orange
Tree Utility Company, Inc. ("OTU").
CONSIDERATIONS: The County retained the law firm of Nabors Giblin to assist and act as co-
counsel in the acquisition and integration of the OTU into the Collier County Water Sewer District.
Exhibit "A" of the County's September 10, 2013, Continuing Retention Agreement with Nabors
Giblin provides, in part: "Nabors, Giblin'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."
The amount expended on this project is currently below the threshold amount provided in the
retention agreement. Staff seeks approval to increase the existing Purchase Order up to an
additional $50,000.00 to allow Nabors Giblin to continue its efforts in assisting with the final
acquisition of OTU.
FISCAL IMPACT: The funds for the referenced outside counsel fees are in the budget of the
Public Utilities Division. There is no additional fiscal impact associated with this Executive
Summary.
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with
this Executive Summary.
RECOMMENDATION: That the Board of County Commissioners approve increasing a Purchase
Order with Nabors Giblin up to an additional $50,000, so that Nabors Giblin may continue to
provide legal support services on the OTU acquisition project.
Prepared by: Scott R. Teach,Deputy County Attorney
Attachment: Retention Agreement
04-coa-01 158/30 1 8
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.K.16.K.3.
Item Summary: Recommendation that the Board of County Commissioners approve
increasing a Purchase Order for Nabors Giblin & Nickerson, P.A. ("Nabors Giblin"), in connection
with their providing legal services involving the acquisition of the Orange Tree Utility Company,
Inc.
Meeting Date: 1/14/2014
Prepared By
Name: CrotteauKathynell
Title: Legal Secretary,County Attorney
1/6/2014 12:17:02 PM
Approved By
Name: TeachScott
Title: Deputy County Attorney,County Attorney
Date: 1/6/2014 2:24:49 PM
Name: KlatzkowJeff
Title: County Attorney
Date: 1/6/2014 2:55:45 PM
Name: GreenwaldRandy
Title: Management/Budget Analyst,Office of Management&B
Date: 1/6/2014 3:28:40 PM
Name: OchsLeo
Title: County Manager
Date: 1/7/2014 9:28:52 AM
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AMENDMENT TO AGREEMENT FOR LEGAL SERVICES
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 Nabors, Giblin&Nickerson, P.A., (hereinafter referred to as "Counsel").
WITNESSETH
WHEREAS, on September 9, 2008, 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 term of the Agreement, will expire on November 17,2013; 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 November 18, 2013.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein,the parties hereto agree to amend the Agreement as follows:
ARTICLE 4
TERM AND TIME OF PERFORMANCE
4.1 The term of this Agreement shall be for a period of three years to begin
November 18, 2098 2013 and to end on November 17, 2011 2016, unless terminated
earlier in accordance with the provisions of this Agreement. Absent notice of intent to
terminate, the Agreement may be renewed upon mutual consent of the parties 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.)
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.
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IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement
on this ?caa:t; day of'--- ....47).,crt-, , 2013, with the intention to attach this Amendment to the
original Agreement.
ATTEST: , '~. `' ' BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK, C1eri COLLIER COUNT Y/ FLORIDA
By: d 'v'. :�.,w— , , < B
Attest as to chairman`s......,- Deputy Clerk Georgia A. Hiller, Esq.
S1CjilatUreil,jl.' ' -'
Chairwoman
F�
Approved p fomid legality:
11
Jeffrey A. 0atzkow
County Adorn'
I \
Nabors', Giblin& Nickerson, P.A.
/// ,°, Counsel
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Second Witness
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RETENTION AGREEMENT WITH
NABORS,GIBLIN& NICKERSON,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 Nabors,Giblin&Nickerson, P.A.,
of Tampa and Tallahassee,Florida("Nabors, Giblin").
Whereas,Nabors,Giblin has special expertise and resources in a wide range of legal
matters,with particular expertise in local government law,including taxation and revenue,bonds
and finance,legislative matters, impact fees and utilities; and
Whereas,the County from time to time has a requirement and need for legal services
which are particularly within the expertise of Nabors, Giblin.
Now, Therefore,in consideration of the premises contained herein,the County hereby
hires and retains Nabors Giblin and Nabors Giblin hereby agrees to provide legal services to
County.
ARTICLE I
COMPENSATION; METHOD OF PAYMENT
1.1 Compensation shall be paid to Nabors, Giblin in accordance with the terms set forth in
Exhibit A, and Exhibit B, attached hereto and made a part hereof. Requirements for
reimbursable expenses are set forth in Exhibit C,attached hereto and made a part hereof.
Expenses other than automobile expenses must be documented by copies of paid receipts
or other evidence of payment. The Certificate contained in Exhibit D must be included
with every invoice submitted for payment.
1.2 The rates set forth in Exhibits A and B shall remain in effect without change for a
minimum of three(3 years) from the effective date of this Agreement. In the fourth and
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fifth years of the Agreement,upon the request of Nabors,Giblin,the County Attorney is
authorized to negotiate to increase the hourly rate up to a maximum of ten(10)per cent
without approval by the Board of County Commissioners. In the negotiation process,
Nabors, Giblin must substantiate the reason the request is being made(i.e. market
conditions, increase in CPI, etc.)
1.3 Multiple Attorney Assignments.
The County acknowledges that, from time to time, it may be advisable for Nabors Giblin
to assign more than one attorney to a project or case. Nevertheless, in order to ensure that
such multiple attorney assignments are efficient and cost-effective for the County, Nabors
Giblin agrees to the following procedures and billing limitations for multiple attorney
assignments.
1.3.1 A primary attorney will be identified for such projects or cases and that
attorney will be the sole contact attorney for the County, except in the case of
an emergency or the County's written pre-approval. 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.
1.3.2 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.
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1.3.3 Nabors Giblin 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 provision of the legal services in question. To the extent
internal or in-house conferences among multiple attorneys assigned to a project
or case are necessary, each such attorney may bill at his or her customary rate
for up to thirty (30) minutes for any such conference. To the extent such a
conference exceeds thirty (30) minutes in length, Nabors Giblin agrees that it
will discount the total billings for all attorneys involved in the conference by
forty-five(45)percent.
1.4 Nabors, Giblin 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 Exhibit A.Nabors,Giblin further agrees that its fees for refunding of prior bond
issues shall be the same as a new issue of bonds,unless otherwise set forth in Exhibit A.
Nabors, Giblin shall submit invoices for compensation no later than sixty(60)days after
the issuance of the bonds,notes or other financial instrument.
1.5 Nabors, Giblin may submit invoices for hourly work assignments pursuant to Exhibit B
only after the services for which the invoices are submitted have been completed or
expenses incurred. An original invoice plus one copy is due within fifteen (15) days of
the end of the month, except the final invoice which must be received no later than sixty
(60)days after the work is completed or the expiration of this Agreement.
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1.6 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. Payment may be withheld for failure of Nabors, Giblin to comply with a
term, condition, or requirement of this Agreement.
1.7 Payment shall be made to Nabors, Giblin at:
Nabors,Giblin&Nickerson,P.A.
1500 Mahan Drive
Suite 200
Tallahassee,Florida 32308
ARTICLE 2
BOND COUNSEL—SCOPE OF WORK
2.1 Nabors, Giblin shall serve as bond counsel to the County in connection with the issuance
of Bonds. The duties of Nabors,Giblin as bond counsel shall include the following:
2.1.1 Review and advise the County as to the legal feasibility of any financing
program proposed by the County's Finance Committee and advise as to the
compliance with applicable law and pending or proposed revision in the law,
including U.S. Treasury regulations.
2.1.2 Reviewing any conduit bond issues for compliance with all applicable
securities and tax law and regulations.
2.1.3 Advise as to procedures,required approvals and filings,schedule of events for
timely issuance,potential cost-saving techniques and other legal matters
relative to the Bonds, whether the financing is undertaken by competitive bid
or negotiated sale.
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2.1.4 When requested,attend conferences of County officials, staff members,the
County's Financial Advisor, and if a negotiated sale is undertaken,
representatives of the selected underwriters.
2.1.5 When requested, attend meetings of the Board of County Commissioners.
2.1.6 Prepare bond documents and any amendments thereto to authorize the
issuance of the Bonds.
2.1.7 Prepare any trust indenture,escrow deposit agreement,trustee or paying agent
agreement,and any other agreements or similar documents necessary,related
or incidental to the financing.
2.1.8 Prepare all pleadings (e.g., complaint,notice of service,proposed answer,
memorandum of law,proposed order, etc.) and conducting the validation
hearing of any appeals related thereto or arising therefrom.
2.1.9 Review the transcript of all proceedings in connection with the foregoing and
indicating any necessary corrective action.
2.1.10 If sale is by competitive bid, assist in the preparation of the bid documents,
notice of sale, evaluation of bids and any other documentation or action
necessary to conduct a sale of the Bonds in the matter.
2.1.11 Review of the preliminary official statement and final official statement and
preparation of the award resolution, any amendments thereto, for the sale of
the Bonds and review of the bond purchase agreement,if any.
2.1.12 Prepare, obtain,deliver and file all closing papers necessary in connection
with the sale and issuance of the Bonds, including,but not limited to,certified
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copies of all minutes,ordinances,resolutions and orders;certificates such as
officers, seal,incumbency, signature, no prior pledge, arbitrage and others;
and verifications, consents and opinions from accountants, engineers, special
consultants and attorneys.
2.1.13 Issue standard, comprehensive bond counsel opinion as to the legality of the
bonds,the security of their payment and the exemption from federal income
taxation of the interest on the Bonds,as well as the customary opinion as to
the accuracy of the Official Statement.
ARTICLE 3
INSURANCE
3.1 In order to insure the indemnification obligation contained above, Nabors, Giblin 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 Occurrence,Combined Single Limits. If any liability
insurance obtained by Nabors,Giblin 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 (tail
coverage)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, and having agents upon whom service of
process may be made in Collier County,Florida.
3.3 Nabors, Giblin 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 November 18,
2008 and to end on November 17, 2011, unless terminated earlier in accordance with the
provisions of this Agreement. Absent notice of intent to terminate, the Agreement may
be renewed upon mutual consent of the parties 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
TERNIINATION
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,Nabors, Giblin shall be paid
for any services performed to the date the Agreement is terminated;however,upon being
notified of County's election to terminate,Nabors, Giblin shall refrain from performing
further services or incurring additional expenses under the term of this Agreement.
Nabors, Giblin acknowledges and agrees that Ten Dollars($10)of the compensation to
be paid by County,the adequacy of which is hereby acknowledged by Nabors, Giblin, is
given as specific consideration to Nabors,Giblin for County's right to terminate this
Agreement for convenience. Nabors, Giblin'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 Nabors,Giblin pertinent to
the funding under this Agreement. Nabors,Giblin 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 Nabors, Giblin's records,Nabors, Giblin shall comply with all requirements
thereof,however,no confidentiality or non-disclosure requirement of either federal or
state law shall be violated by Nabors,Giblin.
• ARTICLE 7
CONFLICT OF INTEREST
7.1 Nabors, Giblin 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 Nabors,Giblin be independent and impartial in order to properly
conduct its services to the County. Nabors,Giblin shall not act as counsel in any lawsuit
or other adversary proceeding in which County is named as an adversary party or in
which Nabors, Giblin takes an adverse position to the County.
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7.3 Neither Nabors,Giblin nor its employees shall have or hold any continuing or frequently
recurring employment or contractual relationship that is substantially antagonistic or
incompatible with Nabors, Giblin's loyal and conscientious exercise of judgment related
to its performance under this Agreement.
7.4 In the event Nabors, Giblin is permitted to utilize subcontractors,herein, to perform any
services required by this Agreement,Nabors,Giblin 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 Nabors, Giblin'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,Nabors,Giblin will contact the County
Attorney's Office before undertaking such representation so that it can be determined
whether a conflict of interest exists.
ARTICLE 8
INDEMNIFICATION
8.1 Nabors, Giblin acknowledges and agrees that Ten Dollars($10.00)of the compensation
to be paid by County, the adequacy of which is hereby acknowledged by Nabors, Giblin,
is given as specific consideration to Nabors, Giblin so that Nabors,Giblin 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
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Nabors,Giblin, 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
claims, demands or causes of action of any nature whatsoever resulting from injuries or
damages sustained by any person 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 Nabors, Giblin 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
ems:
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 Nabors,Giblin,whether finished or unfinished,
shall become the property of County and shall be delivered by Nabors, Giblin to the
County within seven(7)days of termination of this Agreement by either party. Any
compensation due to Nabors, Giblin shall be withheld until all documents are received as
provided herein.
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ARTICLE 10
INDEPENDENT CONTRACTOR
10.1 Nabors, Giblin is an independent contractor under this Agreement. Services provided by
Nabors, Giblin shall be subject to the supervision of Nabors, Giblin, and such services
shall not be provided by Nabors, Giblin as 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 OPPORTUNITY
AND AMERICANS WITH DISABILITIES ACT
11.1 Nabors,Giblin 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 II of the ADA(regarding
nondiscrimination on the basis of disability), and all applicable regulations, guidelines,
and standards.
11.2 Nabors, Giblin'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.
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11.3 Nabors,Giblin shall comply with Title 1 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,Nabors, Giblin 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 recruitment advertising, layoff,termination,rates of
pay,other forms of compensation,terms and conditions of employment,training
(including apprenticeship), and accessibility.
11.4 Nabors,Giblin shall take affirmative action to ensure that applicants are employed and
employees are treated without regard to race,age,religion,color, gender,sexual
orientation,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.
11.5 Nabors, Giblin 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.
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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. For the present,the parties
designate the following:
FOR COLLIER COUNTY:
Jeffrey A. Klatzkow , County Attorney
Government Center
3301 Tamiami Trail East
Naples,Florida 34112
FOR NABORS,GIBLIN:
L.Thomas Giblin
Nabors, Giblin&Nickerson,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
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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.
Nabors,Giblin 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 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
Nabors, Giblin elect to terminate this Agreement. The election to terminate this
(7)Agreement based upon this provision shall be made within seven( )da y s after the
finding by the court becomes final.
13.4 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.
13.5 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
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prior representations or agreements,whether oral or written. It is further agreed that no
modification,amendment or alteration in the terms or conditions contained herein shall
be effective unless contained in a written document in accordance with Article 4 above.
13.6 INCORPORATION BY REFERENCE
The truth and accuracy of each"Whereas"clause set forth above is acknowledged by the
parties. The attached Exhibits A,B,C and D are incorporated into and made a part of
this Agreement.
DATE:. • BOARD OF COUNTY COMMISSIONERS
�) 4 tin pr OF COLLIER OUNTY, LORIDA
\
DVGEI 'L:'BI_ttCKAC LERK
, ! '} By:
fit; • i 1.1.4,_,A„ft. Z::-' TOM HENNING, CHAIRMAN
sitnatutt•o l++ski jnz•4I
App eve• •• to form and
I-le_.,1 c
1VL.t
Jeffre A atzkow
Coun . A •mey
NABOBS, G IN, &NICKERSON,P.A.
DATE:
Its: T t'r.. Qi,•s-L
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STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
The foregoing Retention Agreement was acknowledged before me this 021 day of
2008, by‘.`} o .t Gam-' as / øi *' of Nabors,Giblin&
Nickerson,P.A.,a Florida Professional Association, on behalf of the professional association,
He/she is personally known to me
idex�ti€�ealion.
r -�.
Signature of Nbt Pub c
Name of Notary Public typed - - - -
DORIS J BERGAMINI
My Commission Expires: Cann>isaion pp 672175
.;�;•: Expires June 23,2011
T,
04•C0A-01158/2633
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EXHIBIT A
Size/Type of Issue Fee
Bond issue-First$50,000 $1.00 per bond
Bond issue—Second$50,000 $0.75 per bond
Bond issue-Over$100,000 $0.25 per bond
Minimum Bond fee $18,750
Bank Loan $15,000 flat fee
NOTES:
• In the context of the above, a Bond is a$1,000 increment of the principal amount of
Bonds issued. Payment of the fee described herein shall be contingent upon successful
issuance of the Bonds. Depending on the complexity, or lack thereof, of the legal work
associated with the issuance of Bonds, the above fee schedule can be adjusted up or down
upon the written consent of both parties.
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EXHIBIT B
For professional services rendered,Nabors, Giblin's fee shall be based on the hourly rate as
follows:
$200.00 per hour for services provided by principals;
$175.00 per hour for services provided by associates;
$ 70.00 per hour for services provided by law clerks¶legals.
Nabors, Giblin'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 Nabors,
Giblin.)
In the event that Nabors, Giblin is required or requested to perform any additional or
extraordinary services not herein contemplated, Nabors, Giblin shall be entitled to apply for
additional compensation, the amount of which shall be subject to the 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.
Nabors Giblin 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. Nabors
Giblin 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 C
1. In addition to the charges for professional fees set forth in Exhibits A and B, and the
Schedules attached hereto,County shall reimburse Nabors, Giblin 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. Nabors,
Giblin 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. Nabors, Giblin 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. REOUIREMENTS
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.
• Names of persons performing services,hourly rates,and dates must be listed. The
County agrees to reimburse Nabors, Giblin for retention and utilization of
sub-consultants.
➢ Reimbursable expense must be verified by attached receipts or copies thereof.
A 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 D 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 D
CERTIFICATE
IT IS HEREBY CERTIFIED that:
1 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: copies @$0.15/each $ _
Mileage:- miles @ /mile $
OTHER(Copies of invoices required):
Long Distance Calls $
Other: $.
TOTAL: $
FOR THE FIRM
Signed:
Print Name:
Title:
Date:
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