HomeMy WebLinkAbout01/15/2025 Agreement GVS COURTq°
o: A Kevin Madok, CPA
-
�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
�z cooN
DATE: January 21, 2025
TO: Bob Shillinger
County Attorney
FROM: Liz Yongue, Deputy Clerk
SUBJECT: January 15, 2025 BOCC Meeting
The following item has been executed and added to the record:
Q12 Disclosure Counsel Retainer Agreement with the law firm of Bryant Miller Olive
P.A. to replace the prior agreement approved by the Board on December 18, 2002.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
Disclosure Counsel Retainer Agreement
DISCLOSURE COUNSEL RETAINER AGREEMENT
By and Between
MONROE COUNTY,FLORIDA
and
BRYANT MILLER OLIVE P.A.
125009/008/02772691.DOCv2}
Disclosure Counsel Retainer Agreement
DISCLOSURE COUNSEL RETAINER AGREEMENT
TABLE OF CONTENTS
Page
1. RETAINER AGREEMENT................................................................................................................1
2. DISCLOSURE COUNSEL SERVICES.........................................................................................1
3. SPECIAL COUNSEL SERVICES......................................................................................................3
4. DISCLOSURE................................................................................................................................3
5. CONTRACT ADMINISTRATION..............................................................................................4
6. GENERAL......................................................................................................................................4
{25009/008/02772691.DOCv2} i
Disclosure Counsel Retainer Agreement
DISCLOSURE COUNSEL RETAINER AGREEMENT
THIS DISCLOSURE COUNSEL RETAINER AGREEMENT (the "Retainer
Agreement") is entered into by and between Monroe County, Florida (the "County") and the
law firm of Bryant Miller Olive P.A. ('Bryant Miller Olive" or the "Firm") as of the 15th day of
January y , 2025.
WHEREAS, the Firm and its members have a local and statewide presence, have
provided, and continue to provide disclosure counsel services to local governments within and
outside of Florida; and
WHEREAS, the County and the Firm desire to document and memorialize that the Firm
shall be available to serve on an as needed basis as disclosure counsel to the County;and
WHEREAS,the County and Bryant Miller Olive desire to respectively receive and provide
legal services specifically described herein pursuant to this Retainer Agreement.
NOW,THEREFORE,it is agreed as follows:
1. RETAINER AGREEMENT. This Retainer Agreement shall memorialize and
supplant any prior agreements between the parties concerning the provision of disclosure
counsel and special counsel legal services.
2. DISCLOSURE COUNSEL SERVICES.
(A) The Firm, as disclosure counsel will, when requested by the County, perform the
following services with respect to the issuance of publicly offered bonds:
(1) prepare all disclosure documents at the request of the County; however,
the Firm shall 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 regarding County financings;
(3) assist the County in the compliance with federal and state securities laws;
(4) subject to completion of proceedings to the Firm's satisfaction, render
customary legal opinion to the County pertaining to disclosure as well as a reliance letter to the
County's underwriters,if requested;
(5) prepare the Continuing Disclosure Certificate to assist the underwriters
in complying with the continuing disclosure requirements of Rule 15c2-12 or its successor in
function;and
125009/008/02772691.DOCv21
1
Disclosure Counsel Retainer Agreement
(6) prepare the bond purchase agreement on behalf of the County, if
requested.
(B) The Firm's opinions will be based on facts and law existing as of its date. In
rendering an opinion, the Firm will rely on the certified proceedings and other certifications of
public officials, officers of the County and other persons furnished to the Firm without
undertaking to verify the same by independent investigation, and the Firm will assume
continuing compliance by the County with applicable laws relating to the bonds. The Firm will
rely on the County to provide complete and timely information on all developments pertaining
to any aspect of the bonds, the use of proceeds of the bonds, and the security for the bonds.
(C) The Firm, as disclosure counsel will not perform the following services with
respect to the issuance of bonds and matters relating thereto:
(1) traditional bond counsel services;
(2) preparation of blue sky or investment surveys with respect to the Bonds;
(3) investigation or expression of any view as to the creditworthiness of the
County, any credit enhancement provider, or the bonds, or, providing services related to
derivative financial products (e.g. 'swaps' and related documents or opinions);
(4) representing the County in Securities and Exchange Commission
investigations, inquiries, or related matters; and
(5) addressing any other matter not specifically set forth above that is not
required to render the Firm's opinion.
(D) For the services described above, the County agrees that the Firm shall be
compensated for disclosure counsel services, at the time the bonds or notes are issued and
delivered, at a contingent fee equal to 80% the fee payable to the County's Bond Counsel, or
$25,000, 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.
(E) The Firm's fee may vary: (1) if material changes in the structure or schedule of
the financing occur; or (2) if unusual or unforeseen circumstances arise which require a
significant increase in the Firm's time or responsibility; or (3) upon review of fees charged by
counsel for comparable undertakings. If, at any time, the Firm believes that circumstances
require an adjustment of the fee described above, the Firm will advise the County and seek an
adjustment based upon the relevant circumstances. Such adjustment will only be made by the
County, in its sole discretion.
125009/008/02772691.DOCv21 2
Disclosure Counsel Retainer Agreement
(F) When requested, the Firm will also prepare or review secondary market
submissions at the hourly rates described in Section 4(B)hereof.
3. SPECIAL COUNSEL SERVICES.
(A) When requested by the County Attorney, Bryant Miller Olive shall also be
available to provide legal services as special counsel to the County for matters unrelated to the
specific issuance of new debt as a complement and supplement to the services generally provided
by the County Attorney. Special counsel legal services and assistance outside the scope of
County Attorney's services, only when necessary and as specifically authorized, may be
provided on an hourly or negotiated fee basis by separate work orders as provided herein, for
the provision of other legal services of a specialized nature which the Firm may possess and are
desired and specifically requested by the County.
(B) The provision of special counsel legal services shall be conditioned upon a scope
of services and fee structure as directed or authorized by the County Attorney and shall be set
forth in a written work order in a form approved by the County Attorney.
(C) Bryant Miller Olive will be compensated for special counsel legal services at the
Firm's then government rates or at negotiated fees based upon the skills, experience, or expertise
of the attorneys involved and agreed to by the Firm through specific written work orders or
as otherwise approved by the County Attorney.
4. DISCLOSURE. The rules regulating The Florida Bar provide that a conflict
of interest exists whenever a lawyer represents one client in a matter adverse to another client.
The lawyer may proceed with the representation of one client if, after disclosure of the conflict,
both clients consent to the representation. We have disclosed to the County that we have,
currently do and may in the future, serve as bond, disclosure or other counsel to other local
governments or otherwise act as counsel to underwriters, investment banks and commercial
banks on public finance matters. From time to time, we may represent the firms which may
underwrite the County's bonds, notes, or other obligations (and other financial institutions
hired by the County) in connection with financings for other governmental entities on unrelated
matters. In either case, such representations are standard and customary within the municipal
bond industry. In our opinion, we can effectively represent the County and the discharge of the
Firm's professional responsibilities notwithstanding our representation of other parties in other
unrelated matters, either because such representations will be sufficiently different or because
the potential for such conflict 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 consents to such representation of the other client
in unrelated matters consistent with the circumstances described herein. However, the County
125009/008/02772691.DOCv21 3
Disclosure Counsel Retainer Agreement
reserves the right to identify a representation that it finds objectionable in the future, in which
case the Firm agrees to take appropriate steps to resolve the issue.
5. CONTRACT ADMINISTRATION.
(A) For ease and convenience of administration, the County hereby also designates
its County Attorney to provide policy direction and instructions to the Firm in the
administration of its duties hereunder, approving, and authorizing work orders, when required,
and all other matters necessary to administer this Retainer Agreement on behalf of the County.
(B) The Firm shall be entitled to reasonably rely upon direction received from the
County Attorney.
6. GENERAL.
(A) This Retainer Agreement shall be governed by and construed in accordance with
the laws of the State of Florida. In the event of any dispute arising out of or relating to this
Retainer Agreement, the parties agree to waive trial by jury and agree that venue shall lie in
Monroe County, Florida. In the case of litigation of such disputes, the prevailing party shall be
entitled to recover attorney fees and costs from the other party. This Retainer Agreement may
be amended only by a written agreement entered by the parties.
(B) This Retainer Agreement may be terminated with or without cause by the County
or by Bryant Miller Olive at any time upon ninety (90) days written notice. In the event of
termination,the Firm shall assume responsibility for completion of and shall be compensated for
all representation requested prior to the notice of termination. Provided however, the County
may terminate this Retainer Agreement for breach by the Firm with such notice as may be
reasonable under the circumstances. In the event of termination,with or without cause, the Firm
shall be compensated in accordance herewith for approved time and expenses expended prior
to the date of termination.
(C) Bryant Miller Olive is not a "municipal advisor" as contemplated in Exchange Act
Rule 15(B)(e)(4)(C) and will only provide services hereunder that are of a traditional legal
nature.
(D) This Agreement will be effective for a term of five (5) years from its date of
execution and will be automatically extended without any action required for successive one-
year renewals following the initial five (5) year period unless terminated by either the County
or the Firm pursuant to subsection(B) of this Section.
(E) This Retainer Agreement may be executed in multiple counterparts.
(F) This Retainer Agreement shall be effective on the date first written above.
125009/008/02772691.DOCv21 4
Disclosure Counsel Retainer Agreement
Page Intentionally Left Blank
125009/008/02772691.DOCv21 5
l Retainer Disclosure ounse• Re Agreement •
IN WITNESS WHEREOF.Monroe County,Florida and Bryant Miller Olive have caused
this Disclosure Counsel Retainer.Agreement to be executed as of the dates below and effective as '
of the day first above written.
MONROE NTY,FLORIDA
illk 40. ,,, , . 11 a I
By:
Name:Ja41-.• K.Scholl
Title: Mayor,Board of County Commissioners.
-.., Date: CIMUA lg,2025 •
.test,-�.6 ,;
R,,,��.��. ,.;s.�At ,Ke Madok,Monroe County: Clerk
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.: s::ti i-1:-Namej..�El�iz� eth Yongue. ' ,
wr,:• Title;r:=,Deputy Clerk
Approved for:form and leigal sufficienc .. BRYANT 4 ILLER OLIVE .A._
itally signed by Robert B.Shillinger
Robert B. -:,,"DN:cn=Robert B.shillinger,o=Monroe
•County g OCC,ou=Monroe County
h. Attorney,email=shillinger •
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S I I I I n e r -:-bob@monroecounty=fl.gov,c=US.
By: Date:2025.01.15 16:49:28-05'00', .,.., . t, / / 1 ,°11
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Monroe County Attorney •
Date: ,2025
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{25009/008/02772691.DOCv2}
ALAS
December 31, 2024
Bryant Miller Olive PA
1545 Raymond Diehl Rd. w
Suite 300
Tallahassee, FL 32308DATE
7 25
To Whom It May Concern:
CONFIRMATION OF INSURANCE
We hereby confirm that Bryant Miller Olive PA has Professional Liability
Coverage under Policy LPL-1943-2025 with an annual limit of$20,000,000 per
claim and $40,000,000 in the aggregate with the right, under stated conditions, to
purchase extended reporting rights upon termination of such Policy by ALAS.
The self-insured retention under such Policy is $250,000 each claim up to
an aggregate of$500,000 and $100,000 each claim thereafter.
The Policy effective date is from January 1, 2025 to January 1, 2026.
Such Policy is subject to the terms, conditions, limitations and exclusions
stated therein.
ATTORNEYS' LIABILITY ASSURANCE SOCIETY LTD.,
A RISK RETENTION GROUP
By: Date: 12/31/2024
Anne M. Mahoney
Assistant Director of Underwriting
10 "'Ou0i Riverside,ide :,1,i,Iza
Suite 1,1010
r;Jflcrarl >, H 606016
312.6076900 ror
VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS
Project Description(s):Monroe County,Florida Infrastructure Sales Surtax Revenue Bonds,Series 2025
Respondent Vendor Name: Bryant Miller Olive P.A.
Vendor FEIN: 59-1315801
Vendor's Authorized Representative Name and Title: Duane D.Draper,Shareholder
Address: 400 North Tampa Street,Suite 1600
City: -- State: Florida Zip: 33602
Phone Number: 813-273-6677
Email Address: ddraper@bmolaw,rom
Section 287.135,Florida Statutes prohibits a company from bidding on, submitting a proposal for, or
entering into or renewing a contract for goods or services of any amount if,at the time of contracting or
renewal, the company is on,the Scrutinized Companies that Boycott Israel List, created pursuant to
Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida
Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or
renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized
Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector Lists which were created pursuant to s.215.473,Florida Statutes,or is engaged
in business operations in Cuba or Syria.
As the person authorized to sign on behalf of Respondent,I hereby certify that the company identified
above in the Section entitled"Respondent Vendor Name"is not listed on the Scrutinized Companies that
Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is riot listed
on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List,or engaged in business operations in Cuba or Syria.
I understand that pursuant to Section 287.135,Florida Statutes,the submission of a false certification may
subject company to civil penalties,attorney's fees,and/or costs. I further understand that any contract
with the County may be terminated, at the option of the County, if the company is found to have
submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or
engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in
business operations in Cuba or Syria.
Certified By: _.,,Duane D,Draper who is authorized
to sign on behalf of the abov referenced cot any,
gralat Authorized Si
Print Name: Duane D.Draper
Title: Shareholder
Note:The Lest are available at the following Department of Management Services Site:
�k busincss r enalklus state
endor lists
AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT
FOR LABOR OR SERVICES
Entity/Vendor Name-.-Bryant Miller Olive PA.
Vendor FEIN: 59-1315801
Vendor's Authorized Representative: Duane D.Draper.Shareholder
(Name and Title)
Address: 400 North Tampa Street,Suite 1600
City: Tampa State: Florida -Zip: 33602
Phone Number: 813-273-6677
Email Address: ddraperQbmolaw.com
As a nongovernmental entity executing, renewing, or extending a contract with
a government entity, Vendor is required to provide an affidavit under penalty of
perjury attesting that Vendor does not use coercion for labor or services in
accordance with Section 787.06,Florida Statutes.
As defined in Section 787,06(2)(a), coercion means:
L Using or threating to use physical force against any person;
2. Restraining, isolating, or confining or thrcating to restrain, isolate, or
confine any person without lawful authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person
when labor or services are pledged as a security for the debt,if the value
of the labor or services as reasonably assessed is not applied toward
the liquidation of the debt,the length and nature of the labor or service
are not respectively limited and defined;
4� Destroying, concealing, removing, confiscating, withholding, or
possessing any actual or purported passport,visa,or other immigration
document, or any other actual or purported government identification
document, of any person;
5, Causing or threating to cause financial harm to any person;
6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule
II of Section 893.03 to any person for the purpose of exploitation of that
person.
As a person authorized to sign on behalf of Vendor, I certify under penalties of
perjury that Vendor does not use coercion for labor or services in accordance
with Section 787.06.Additionally,Vendor has reviewed Section 787,06, Florida
Statutes,and agrees to abide by same.
Certified By: Duane D.Draper who is
authorized to sign on behalf of the above referenced company.
Authorized Signature:
Print Name: Duane D.Draper
shareholder
NON-COLI,USION AFFIDAVIT
Duane D.Draper of the city of Tampa,Florida according to law on
my oath,and under penalty of perjury,depose and say that
a. I am Duane D.Draper,Shareholder of the firm of
Bryan' the bidder
making the Proposal for the project described in the Request for Proposals
for
Infrastructure Sales Surtax Revenue Bonds,Series 2025 and that I executed the said
proposal with full authority to do so;
b. the prices in this bid have been arrived at independently without collusion,
consultation, communication or agreement for the purpose of restricting
competition,as to any matter relating to such prices with any other bidder or with
any competitor;
C. unless otherwise required by law,the prices which have been quoted In this bid
have not been knowingly disclosed by the bidder and will not knowingly be
disclosed by the bidder prior to bid opening,directly or Indirectly,to any other bidder
or to any connpetltor;and
d. no attempt has been made or will be made by the bidder to induce any other
person,partnership or corporation to submit,or not to submit,a bid for the purpose
of restricting competition;
e. the statements contained in this affidavit are true and correct,and made with full
knowledge that Monroe County relies upon the truth of the statements contained
in this affidavit in awarding contracts for said project,
(Signature)
Date: January 13,2025
STATE OF: Florida
COUNTY OF: Hillsborough
Subscribed and sworn to(or affirmed)before me,by means of 0 physical presence or
Vonline notarization,on Januafq 13 ZD 7-S (date)by
(name of affiant). He/She is Eersonally known
(type ficat
I � ---
to me or has produced
as identification,
ELENI PESSEMIER NOTARY PUBLIC
Notary Public-State of Florida btc.
Commission#HH 617291
My Comm,Expires Oec 2,2028 My Commission Expires:
Bonded through National Notary Assn.
R=
ATTACHMENT D.9
SWORN STATEMENT UNDER ORDINANCE NO,010-1990
MONROE COUN2TYFLORIDA
ETHICS CLAUSE
Bryant Miller Olive P.A.
(Company)
"...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any
former County officer or employee In violation of Section 2 of Ordinance No.010-1990 or any
County officeror employee in violation of Section 3 of Ordinance No. 010-1990. For breach or
violation of this provision the County may,In Its discretion,terminate this Agreement without liability
and mayalso,in its discretion,deduct from the Agreement or purchase price,or otherwise recover,
the full amount of any fee, commission, percentage, gift, or consideration paid to the former
County officer oremployes."
4&41 ic,
(Signature)
Date: January 13,2026
STATE OF: Florida
COUNTY OF: Hillsborough
Su scribed and sworn to(or affirmed)before me,by means of D physical presence or
online notarization,on TGOUAIM 1jZ02_CZ-;,_(date)by
6 A. Ycg2�Y (name of affiant). Le/She is
to me or has produced (type of identification)
as identification.
ELENI PESSEMIER
Notary Public-State of Florida
ap Commission#HH 617291
my Comm,Expires Dec 2,2028 NOTARY PUBLIC
Bonded through National Notary ASSM,
My Commission Expires: bec 7-3-CLIB
941