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SPECIAL COUNSEL RETAINER I I SPECIAL COUNSEL RETAINER AGREEMENT This Retainer Agreement is entered into as of k /3 , 1997, between the City of Clearwater, Florida, a municipal corporation (the "City"), and the firm of Nabors, Giblin & Nickerson, P.A. ("NG&N") to provide for the engagement of NG&N as special counsel for finance and tax and the implementation of home rule revenue programs. WHEREAS, NG&N is a law firm dedicated to the representation of local governments on issues of finance and taxation and home rule initiatives; and WHEREAS, NG&N is willing to commit to be available to provide special counsel services and assistance to the City as requested. In recognition of such acknowledgments, the parties hereto agree as follows: SECTION 1. General Scope of Services. NG&N agrees to serve as special counsel to the City on issues of Florida finance and tax and other associated home rule issues. Such special counsel services shall generally include the following: (1) providing advice and research on the structure of alternative governance structure and other Florida finance and tax issues; (2) rendering of fqrmal written opinions; (3) drafting ordinances, resolutions, legislation and other agreements and documents; (4) providing advice and research on the feasibility, legal sufficiency and imposition and collection of statutory and home rule alternative revenue resources, including. but not limited to, special assessments, impact fees, user fees, and utility fees; (5) assisting in the defense or prosecution of litigation; 02 <","~) " .,,{... /' L2) I I (6) providing advice and research on the feasibility and legal sufficiency of potential debt financing concepts and structure; (7) identifying and creating governance alternatives for the delivery of municipal services, capital facilities, or the providing of alternative revenue initiatives; and (8) providing advice and research on public utility operation and utility rate structure including utility extension and acquisition strategies. SECTION 2. Coordination with GSG. Subject to the approval of the City Manager or City Attorney, NG&N, in providing special counsel services, shall have the authority to subcontract with Government Services Group, Inc. ("GSG"), for identified tasks in a work order under an approved method of compensation. Potential areas that could require special consulting services by GSG include, but are not limited to, the following: (1) direct and manage the implementation of home rule revenue programs, including, but not limited to, special assessments, impact fees, user fees, and utility fees; (2) provide advice on funding strategies and the development of sufficient budgets, legally sufficient apportionment methods, and assessment rate structures; (3) coordinate and conduct regularly scheduled meetings with designee.;.s of the City Manager and City Attorney to exchange data, input, and advice and develop appropriate strategies and critical events schedules to accomplish specific work orders authorized hereunder; (4) provide project consulting services on capital financing issues for City projects or identified public/private partnerships; (5) provide advice concerning cost effective program administration policies and procedures; 2 I I (6) coordinate the development and maintenance of special assessment rolls on electronic media in a format conducive to collection on the annual ad valorem tax roll; (7) provide advice and assistance in restructuring existing programs and structuring new programs in a manner conducive to collection of assessments on the ad valorem tax bill, including coordination with constitutional officers and City data/GIS processing capabilities; and (8) provide advice and research on governance alternatives for the delivery of City services or the providing of alternative revenue initiatives. SECTION 3. Additional Consultants. In addition, NG&N, in providing special counsel services, shall have the authority to subcontract with such additional consultants to provide professional services not within the scope of the requirements of the Consultants Competitive Negotiation Act, section 287.055, Florida Statutes, as may be required to be performed to complete the tasks identified in a work order. The method of compensation and scope of work for any such consultant shall be approved by the City prior to the commencement of any work or the performance of any service. Approval shall be requested in writing and shall include a scope of services and method of compensation for each additional consultant or professional requested pursuant to a work order. Statements for fees and costs incurred by any approved consultant or professional shall be first reviewed by NG&N and, upon approval, submitted to the City for payment. SECTION 4. Work Orders. (A) The services to be provided hereunder are to be provided in a series of work orders subject to the approval of the City Manager or City Attorney. Each work order shall include a scope of services, critical events schedule, when applicable, and method of 3 I I compensation and shall also specifically identify any additional consultants or professionals required to complete the work order. (B) The method of compensation for services provided hereunder in each work order shall be on either an hourly basis pursuant to the hourly rates provided in Appendix A attached hereto for NG&N and GSG or, when appropriate, on a fixed or negotiated fee basis. (C) Professional services provided on an hourly basis shall include in advance, a good faith estimate of the professional fees and costs anticipated to accomplish the proposed work order. In any event, the good faith estimate will not be exceeded without prior authorization of the City. (0) Professional services provided on a fixed fee basis shall be payable in increments based upon a statement of percentage of completion or specified deliverable as specified in the work order. (E) The hourly rates of NG&N and GSG as provided in Appendix A are the existing standard hourly rates for governmental clients of each firm for the type of services contemplated by this Agreement for clients for which the firms have a continuing relationship. Commencing on the first anniversary of this Agreement and on each anniversary date thereafter, NG&N and GSG, subject to City's written approval, may adjust the hourly rates in effect under this Agreement to conform to their existing standard hourly rates for governmental clients. SECTION 5. Reimbursement of Costs. If other than a fixed fee agreement, and in addition to the professional compensation provided in this Agreement, NG&N and its 4 I I subconsultants shall be reimbursed for actual costs incurred on long distance telephone charges, travel expenses, and overnight delivery charges. Photocopies shall be billed at 25i per page. Any travel expenses shall be reimbursed in accordance with section 112.061, Florida Statutes. SECTION 6. Billing. Unless a separate billing arrangement is agreed to by the City, a statement for professional services rendered and costs incurred shall be provided on a periodic basis, not more often than monthly, for fees and costs incurred. SECTION 7. Conflicts. It is recognized by the parties that NG&N is dedicated to providing services solely to local government clients and certain state agencies. NG&N represents and provides services to 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 contemplated services to the City. In the event a conflict arises between governmental clients of NG&N on an identified issue, NG&N shall immediately advise the City of such conflict, resign from such conflicting representation, and assist the conflicting governmental client in obtaining another consultant. SECTION 8. Term; Termination. NG&N shall serve at the pleasure of the City and the City may terminate this agreement upon ten (10) days written notice to NG&N. In the event of termination by the City, NG&N shall immediately cease work hereunder and shall be reimbursed for eligible and documented reimbursable expenses incurred prior to the date of termination. NG&N shall have the right to terminate this Agreement upon giving notice in writing to the City sixty (60) days prior to the date of intended termination. 5 I I SECTION 11. Indemnification and Insurance. NG&N agrees to protect, defend, indemnify and hold the City and its officers, employees and agents free and harmless from and against any and all losses, penalties, damages, settlements, costs, charges, professional fees or other expenses or liabilities of every kind and character arising out of or due to any negligent act or omission of NG&N or its employees in connection with or arising directly or indirectly out of this Agreement and/or the performance hereof. Without limiting its liability under this Agreement, NG&N shall procure and maintain during the life of this Agreement professional liability insurance in an amount in excess of $1,000,000. This provision shall survive the termination of this Agreement. .;. 7 I I Entered into this /.JUaay of 'k. ,1997. C1!l:d~ Rita Garvey / I Mayor-Commissioner c/ / C'TYfF_ CLEARWA TER. FLORID~ By: V- Michael J. Roberto City Manager Approved as to form: Attest: g~ ohn Carassas ..,. Assistant City Attorney jv~~~~~(l~~ o City Clerk - -":--- -' .---- WITNESSES: NABORS, GIBLIN & NICKERSON, P.A. By: f?J 1~ Robert L. Nab President .;. 8 I I APPENDIX A Hourly Rate Schedule NABORS, GIBLIN & NICKERSON, P.A. Principals Senior Associates Junior Associates Law Clerks $175 $150 $125 $ 50 GOVERNMENT SERVICES GROUP, INC. Firm Principals Project Manager Project Consultant $135 $125 $100 .;.