06/15/2022 Agreement TALLAHASSEE
1500 Mahan Drive
Suite 200
TAMPA Tallahassee,Florida 32308
2502 Rocky Point Drive
Nabors ,, (850)224-4070 Tel
Suite 1060 )224-4073 Fax
Tampa,Florida 33607 Gib 1*1 n (.` (850
S6).N PLANTATION
(813)281-2222 Tel
(813)281-0129 Fax 8201 Peters Road ickerson P.A. Suite 1000
Plantation,Florida 33324
(954)315-0268 Tel
June 17, 2022
Bob Shillinger, Esq.
County Attorney
Monroe County, Florida
I I I I 12th Street, Suite 408
Key West, Florida 33040
Re: Proposed Issuance of Monroe County, Florida Airport Revenue
Bonds (Key West International Airport), Series 2022
Dear Bob:
Pursuant to our recent discussions with respect to the above-referenced transaction, this
letter will describe our responsibilities as bond counsel in connection with the issuance of the
Bonds by the County. Many of these responsibilities already have been undertaken.
Bond counsel is engaged as a recognized independent expert whose primary responsibility
is to render an objective legal opinion with respect to the authorization and issuance of bonds,
Bonds or other instruments of indebtedness. Bond counsel is responsible for examining applicable
law; preparing the necessary financing documents, resolutions, bond/Bond forms, tax certificates
and other financing agreements and certificates authorizing and securing the Bonds; consulting
with the parties to the transactions prior to the issuance of the Bonds; attending such meetings of
the County as may be necessary to accomplish the financing; reviewing certified proceedings; and
undertaking such additional tasks as is deemed necessary to render the bond counsel opinions.
More specifically,our firm,as bond counsel,has performed and would perform the following tasks
and others with respect to the issuance of the Bonds:
1. Consultation with County officials and staff concerning all legal questions relating
to the issuance of the Bonds;
2. Attendance, upon request, at any meeting of the Board of County Commissioners
or any meeting of staff relating to the issuance of the Bonds;
3. Preparation of all agreements, resolutions, bond documents and other instruments
relating to the Bonds, in cooperation with the County staff and the County's
financial advisor;
Bob Shillinger, Esq.
June 17, 2022
Page 2
4. Analysis and resolution of tax issues associated with the Bonds, including
preparation of ruling requests and any contacts with the United States Treasury, if
necessary;
5. Negotiation of terms and provisions of the financing documents with counsel to the
purchasers of the Bonds and review of all agreement(s) prepared by counsel to the
purchasers of the Bonds;
6. Preparation and review of all documentation required for all closings and
coordination of closings;
7. Review of all disclosure documents prepared for or authorized by the County,
insofar as such documents describe the Bonds and summarize the documents
securing the Bonds;
8. Provision of opinions in written form at the time the Bonds are delivered, which
opinions shall cover(i)the legality of the Bonds and the proceedings by which they
are issued; (ii) the exclusion from gross income for federal income tax purposes of
interest paid with respect to the Bonds, and (iii) such other issues that are required
of bond counsel; and
9. Consultation with County officials and County staff concerning any additional
questions or issues that may arise with regard to the Bonds.
Based upon our knowledge of this transactions and the fact our current fee schedule does
not contemplate an airport bond issue,we would propose a flat fee for our services as bond counsel
of$100,000 for the Bonds, actual expenses to be billed separately (not to exceed $3,500 for each
transaction). Such fees would be contingent upon the successful issuance of the Bonds. Let me
know if you have any questions or concerns.
Sincerely,
Steven E. Miller
ACCEPTED:
Digitally signed by Robert B.Shillinger
DN:cn=Robert B.Shillinger,o=Monroe County BOCC
Robert B. Shillinger ou=Monroe County Attorney,ernail=shillinger-
bob@monroecounty-fl.gov,c=IJS
Date:2022.06.17 10:27:36-04'00'
Bob Shillinger, County Attorney