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Backup Documents 12/14/2010 Item #16K 1ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16K 1 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines #I through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the ..r.0 r1l, i...o ,� A—., a line thmnah —tin a lines il I thrnoah #4 comnlete the checklist - and forward to Sue Filson (line #5). Route to Addressee(s) List in routing order Office Initials Date 1. Initial Applicable) 2. December 14, 2010 Agenda Item Number 16K1 3. Chairman, with the exception of most letters, must be reviewed and signed by the Office of the 4 Scott R. Teach, Deputy County Attorney County Attorney Office Number of Original 12/14/10 5 Ian Mitchell, BCC Supervisor Board of County Commissioners I Documents Attached 12 Its (c7 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive summary. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact staff for additional or missing information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the item ) Name of Primary Staff Scott R. Teach Phone Number (239) 252 -8400 Contact Initial Applicable) Agenda Date Item was December 14, 2010 Agenda Item Number 16K1 Approved by the BCC Chairman, with the exception of most letters, must be reviewed and signed by the Office of the Type of Document Retention Agreement Number of Original 2 Attached I I Documents Attached INSTRUCTIONS & CHECKLIST 1: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05 <<matter _number» /«document number» Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is appropriate. Yes N/A (Not Initial Applicable) 1. Original document has been signed /initialed for legal sufficiency. (All documents to be signed by the SRT Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials. 2. All handwritten strike - through and revisions have been initialed by the County Attorney's Office and N/A all other parties except the BCC Chairman and the Clerk to the Board 3. The Chairman's signature line date has been entered as the date of BCC approval of the document or SRT the final ne otiated contract date whichever is applicable. 4. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's signature and SRT initials are required. 5. In most cases (some contracts are an exception), the original document and this routing slip should be N/A provided to Ian Mitchell in the BCC office within 24 hours of BCC approval. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 6. The document was approved by the BCC on 12/14/10 and all changes made during the meeting SRT have been incorporated in the attached document. The County Attorney's Office has reviewed the changes, if applicable. 7. Please return one executed document to Scott R. Teach, Deputy County Attorney. SRT 1: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05 <<matter _number» /«document number» 16K 1 MEMORANDUM Date: December 16, 2010 To: Scott Teach, Deputy County Attorney County Attorney's Office From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Retention Agreement with Bryant Miller Olive, P.A. Attached for your records is a copy as referenced above, (Item #16K1) approved by the Board of County Commissioners December 14, 2010. If you have any questions, please contact the Minutes and Record's Department at 252 -8411. Thank you. Attachment 16K 1 MEMORANDUM Date: December 16, 2010 To: Bonnie Baer, Assistant General Operations Manager Clerk's Finance & Accounting From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Retention Agreement with Bryant Miller Olive P.A. Attached please find a copy of the document referenced above, (Agenda Item #16K1), which was approved by the Board of County Commissioners on Tuesday, December 14, 2010. If you have any questions, please call me at 252 -8411. Thank you. Enclosure 16N1 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 Page 1 of 22 16K 1 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. Page 2 of 22 16K1 (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. Page 3 of 22 16K1 (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. Page 4 of 22 16K 1 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. Page 5 of 22 16K 1 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. Page 6 of 22 ARTICLE 6 16K 1 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 P.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. Page 7 of 22 16K 1 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 Page 8 of 22 16K1 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 Page 9 of 22 16K1' 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 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 Page 10 of 22 16K i 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 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 lI 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 Page 11 of 22 1681 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. For the present, the parties designate the following: FOR COLLIER COUNTY: Jeffrey A. Klatzkow, County Attorney Government Center 3299 Tamiami Trail East Naples, Florida 34112 Page 12 of 22 16K1 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. Page 13 of 22 16K1 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 Page 14 of 22 16K I 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" are incorporated into and made a part of this Agreement. DATE: December 14, 2010 BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA ATTESTh D r`T E BR0CyiE FRED W. COYLE, CHAIRM�AJ1 Approved as to form and 1 s ficienc Lo e fey A. Klatzkow County Attorney Page 15 of 22 DATE: I{ I 1 2 I Zo I v STATE OF FLORIDA COUNTY OF BRYANT MILLER OLIVE P.A. By: aaw V��� Its: 56 rekoI* V, 16I(1 j The foregoing Retention Agreement was acknowledged before me this JZ-A day of 2010, by p as 4, y+ u [ A e v' of Bryant Miller Olive P.A. a ofessional Associati n, on behalf of the professional association. He /she is personally know me or produced >o��atiw t,�pm► 0100 PWk • e1ft d FWW logo" YpC�IMH/MwMr1►1,�11 CM�NMiM # OD NMI wrrw 04 -COA- 01158/2865 as identification. behQ V-j Signature of Not Public i C�V Name of Notary Public typed, printeo or My Commission Expires: Page 16 of 22 16K1 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 Page 17 of 22 16,K i 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 Page 18 of 22 16K 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. Page 19 of 22 16K1 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. ➢ 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. Page 20 of 22 16K1 ➢ 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. Page 21 of 22 EXHIBIT "C" CERTIFICATE IT IS HEREBY CERTIFIED that: 16K1 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: Page 22 of 22