12/18/2002 Agreement
CLERK OF THE CIRCUIT COURT
MONROE COUNTY
BRANCH OFFICE
MARATHON SUB COURTHOUSE
3117 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050
TEL. (305) 289-6027
FAX (305) 289-1745
MONROE COUNTY COURTHOUSE
500 WIDTEHEAD STREET, SUITE 101
KEY WEST, FLORIDA 33040
TEL. (305) 292-3550
FAX (305) 295-3663
BRANCH OFFICE
PLANTATION KEY
GOVERNMENT CENTER
88820 OVERSEAS HIGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852-7145
FAX (305) 852-7146
MEMORANDUM
DATE:
January 6,2003
TO:
James Roberts
County Administrator
ATTN:
Debbie Frederick, Aide
to County Administrator
Pamela G. Halle@-
Deputy Clerk
FROM:
At the December 18, 2002, Board of County Commissioners meeting the Board granted
approval and authorized execution of an Agreement for Disclosure Counsel Services between
Monroe County and Bryant, Miller and Olive, P.A. for the issuance of debt obligations.
Enclosed is a duplicate original of the above mentioned for your handling. Should you
have any questions please do not hesitate to contact this office.
cc: County Attorney
Finance
File ./
AGREEMENT FOR DISCLOSURE COUNSEL SERVICES
BRYANT, MILLER AND OLIVE, P.A., a professional association organized under
the laws of the State of Florida, the address of which is 101 E. Kennedy Blvd., Suite 2100,
Tampa, Florida 33602 (the "Firm"), agrees to serve as Disclosure Counsel to MONROE
COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County"), and as
Disclosure Counsel will, when requested by the County, perform the following services with
respect to the issuance of bonds (including conduit bonds issued by the County on behalf of
corporations) and matters relating thereto:
1. Prepare all disclosure documents at the request of the County, but only
insofar as such documents describe the bonds and summarize the underlying documents.
However, we assume no responsibility for the disclosure documents insofar as such
documents describe the financial circumstances of the offering or any other statistics,
projections or data.
2. Perform due diligence with regard to County financings to provide full
disclosure with respect to County financings.
3. Assist the County in the compliance with federal and state securities laws.
4. Render appropriate opinions to the County pertaining to disclosure as well as
a reliance letter to the underwriters.
5. Prepare the Continuing Disclosure Certificate in order to assist the
underwriters in complying with the continuing disclosure requirements of Rule 15c2-12.
6. Review of competitive sale documents prepared by Bond Counsel.
The County agrees that the Firm shall be compensated for the above services, at the
time the bonds are issued, at a fee equal to 80% the fee payable to the County's Bond
Counsel, or $15,000, whichever is greater. The payment of our fee is completely contingent
in all cases on the sale and delivery of the bonds; however, we will be reimbursed for our
expenses irrespective of the completion of the bond issue. Hourly rate services unrelated to
the specific issuance of a new debt shall be performed at the rate of $200.00 per hour upon
the request of the County.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Florida. This Agreement may be amended only by a writing duly entered into
by the County and the Firm.
The County may cancel or terminate this Agreement upon sixty days advance
written notice to the Firm. In the event of cancellation, the Firm shall, unless otherwise
requested by the County, immediately cease work hereunder and shall be reimbursed for
eligible and documented reimbursable expenses incurred prior to the date of cancellation.
It is understood and agreed by the parties that the County will reimburse the Firm
for reasonable out-of-pocket expenses, whether or not bonds or debt is ultimately issued.
It is understood and agreed between the County and the Firm that Duane D.
Draper, Grace E. Dunlap, Randall W. Hanna, J. Carter Andersen and George A. Smith, Jr.
will be the attorneys of the Firm to provide the services enumerated above.
DATED this li~ day of ~ , 2002.
MONROE COUNTY, FLORIDA
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Chairman
By:
.. . ANNY L, KOLHAGEI Clerk
G.~
Clerk
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Approved as to Form and
Legal Sufficiency:
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BRYANT, MILLER AND OLIVE, P.A.
By:
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Authorized Signatory
J: \FIRM\.PROPS\Monroe \agrdisc.doc
December 9, 2002
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