01/16/1997 Agreement
~ so -..2..;l. '-f -
/ $) I 3' .;2. 8 I
"1070
;l.~.)....;1
Dannp 1.. J101bagt
BRANCH OFFICE
3117 OVERSEAS mGHWAY
MARATIiON, FLORIDA 33050
TEL. (305) 289-6027
FAX (305) 289-1745
CLERK OF THE CIRCUIT COURT
MONROE COUNTY
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 292-3550
FAX (305) 295-3660
BRANCH OFFICE
88820 OVERSEAS mGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852-7145
FAX (305) 852-7146
MEMORANDUM
TO: James T. Hendrick
County Attorney
FROM:
Ruth Ann Jantzen .,6JA It .
Deputy Clerk /'
,
DATE:
January 31, 1997
At the January 16, 1996 County Commission Meeting, the Board granted
approval of a proposed contract with the rmn of Nabors, Giblin & Nickerson, P.A.
Enclosed please find a fully executed duplicate original of the above contract for
return to NG&N.
If you have any questions regarding the above, please do not hesitate to contact
this office.
Enclosure
cc: Finance
County Administrator, w/o document
File
RETAINER AGREEMENT
This Retainer Agreement
is
entered into this
. ,tA
//"
,. {l
day of
January, 1997, between Monroe County (the IICountyll) and the law
firm of Nabors, Giblin & Nickerson, P,A, (IING&NII) to provide
specialized legal services and assistance by NG&N to the County,
WHEREAS, NG&N is a nationally recognized bond counsel and
possesses unique experience and expertise in Florida state and
local finance and tax and local government law; and
WHEREAS, it is in the best interest of the County to retain
the services of nationally recognized bond counsel with regard to
the issuance of County bonds
In recognition of such acknowledgments,
and other indebtedness.
'::" \0 -rJ
the ~a~tie~ heret,o
~,\, ,_~ ..ooi-". !"""1
agree as follows:
C-
:::c:.
::2:
,......
,-'
~,
w ~
SECTION 1. Service As Bond Counsel. The Co~nty d~ire~:to
-v
::I::= ,...,
retain NG&N and NG&N agrees to serve as bond counsel to t~ CollPty
A ::0
in the issuance of any bonds or other indebtedness, ""'1:n 'SJuch
capacity as bond counsel, NG&N's duties shall include, by way of
example and not limitation, the following specific tasks:
A, Consultation with County officials and staff concerning
all legal questions relating to the issuance of the bonds,
including review of proposed financing programs as to feasibility
and for compliance with applicable law and pending or proposed
revisions of the law, including D,S. Treasury regulations;
B. Attendance, upon request, at any meeting of the County
Commission or any meeting of staff, the County's financial advisor,
underwriters, rating agencies and others as appropriate relating to
the issuance of the bonds or dissemination of information in
connection therewith;
C. Advise as to structuring procedures, required approvals
and filings, schedule of events for timely issuance, potential
cost-saving techniques and other legal matters relative to issuance
of the bonds;
D, Preparation of all ordinances or resolutions, including
any amendments thereto, relating to the bonds, in cooperation with
the County staff, the County's financial advisor and the County
Attorney;
E. Preparation of any trust indenture; escrow deposit
agreement, registrar or paying agent agreement; and any other
agreements or similar documents necessary, related or incidental to
the bonds;
F, Preparation of all pleadings and other documentation
required in connection with validation of the Bonds, and appearance
as attorneys of record with the County Attorney, if requested, at
the validation hearing;
G. Review the transcript of all proceedings in connection
with the foregoing and indicate any necessary corrective action;
H. Review of all disclosure documents prepared or authorized
by the County, to the extent such documents describe the bonds and
summarize the documents securing the bonds;
I, If the sale of the bonds is by competitive bid, assist in
the preparation of the bid documents, notice of sale, evaluation of
2
bids and other documentation or action necessary to conduct a sale
of the bonds in that manner;
J, Prepare, obtain, deliver and file all closing papers
necessary in connection with the sale and issuance of the bonds;
K, Supervision of the printing of the bonds (if printed
bonds are utilized);
L, Review all underwriting proposals;
M. provision of an opinion in written form at the time the
bonds are delivered, which opinion shall cover (1) the legality of
the bonds and the proceedings by which they are issued, (2) if
applicable, the exclusion from gross income for federal income tax
purposes of interest paid on the bonds, and (3) such other issues
that are customarily required of bond counsel; and
N. Consultation with the County Attorney concerning
questions that may arise with regard to the bonds.
The fee for bond counsel services shall be determined prior to
the authorization of any bonds or other indebtedness and shall be
expressed in a lump sum amount or a stated dollar amount per $1,000
increment of bonds contemplated to be issued. In the event NG&N
has provided legal services for a contemplated financing that does
not close for any reason, NG&N would not receive the agreed upon
fee for service as bond counsel but would be reimbursed for costs
incurred as provided in Section 3 of this Agreement.
SECTION 2. Additional Services. NG&N agrees to be available
to provide additional legal services to the County, other than bond
counsel services described in Section 1 of this Agreement, on
3
Florida finance and tax issues and other issues and matters of
local government law. Such additional legal services shall be
provided only upon the request of the County Attorney, The scope
of services, in which NG&N has particular experience and expertise,
involves preparation of environmental ordinances, processing of
environmental permits, preparation of agreements with the Florida
Department of Transportation, structure and implementation of home
rule revenue sources, and representation before the Governor,
Cabinet and Florida Legislature. Unless otherwise agreed to by the
County Attorney, NG&N shall be compensated for such additional
legal services as special counsel on an hourly basis at the
following rates: (a) Firm principals at the rate of $150 per hour;
(b) Firm associates at the rate of $125 per hour; and (c) Legal
clerks at the rate of $50 per hour,
In the event a request for legal services as described in this
Section is anticipated to exceed ten (10) hours of attorney time,
NG&N shall immediately notify the County Attorney in writing of
such a possibility and the written notification shall, whenever
practicable, contain an estimate of the number of hours to be
incurred in honoring such a request.
Unless a separate billing arrangement is agreed to between
NG&N and the County Attorney, NG&N shall provide an itemized
statement of such additional legal services rendered as special
counsel on a periodic basis for fees and costs incurred.
SECTION 3. Reimbursement of Costs. In addition to the legal
fees or other compensation provided in this Agreement, NG&N shall
4
be reimbursed for costs incurred on long distance telephone
charges, travel expenses, overnight delivery charges and
photocopies. Any travel expenses shall be reimbursed in accordance
with section 112,061, Florida Statutes,
SECTION 4. Conflicts. It is recognized by the parties that
NG&N is dedicated to providing legal services and specialized
assistance primarily to local government clients and certain state
agencies. NG&N generally represents private sector clients only in
the event a local government client requests such representation in
implementation of a public/private venture or partnership, As a
consequence, no conflict is contemplated by the providing of the
described special counsel services to the County. Notwithstanding
the foregoing, NG&N agrees that it will not accept representation
of another client that is directly adverse to the County's
interests unless and until NG&N has made full disclosure to the
County of all the relevant facts, circumstances, and implications
of NG&N's undertaking the two representations and the County has
consented to NG&N's representation of the other client,
SECTION 5. Termination. NG&N shall serve as special counsel
at the pleasure of the County. NG&N shall have the right to
terminate this Agreement upon giving notice in writing to the
County thirty (30) days prior to the date of an intended
termination.
5
Attest:
"B~
Danny L, olh
Clerk of Courts
firm\monroe,ret
BY:KEITH
Chair
NABORS, GIBLIN & NICKERSON, P.A.
By, ROb1! / if::
6
B