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HomeMy WebLinkAboutLB Butler Snow LLC. CCUA Request 6.6.2023 JDJ Signed AG Receipt Date: Request for Attorney General Approval of Private Attorney Services 1. Agency Name: CLAY COUNTY UTILITY AUTHORITY Contact PersonJEREMY D.JOHNSTON,P.E.,M.B.A.,EXECUTIVE DIRECTOR Phone#: 904/272-5999 2. Proposed Agency SAMAS Contract Number: or Purchase Order#(if under$5000): E or S (This information is available from your agency fiscaVpurchasing staff.) 3. Class/Group Number: 972- 1 1 0 (This number identifies the area of legal specialization being provided for through contract. Please choose the most appropriate area from the list below.) 010 Administrative Law 240 Commercial Litigation 400 Eminent Domain Law 600 labor Law 020 Admiralty Law 250 Communication Law 410 Employment Practices Law 605 Land Use Law 030 Agricultural Law 260 Constitutional Law 420 Entertainment Ara and Sports 610 biariral and Family Law 040 Antitrust Law 265 Construction Law Law 630 Patent and Trademark Law 060 Aviation Law l70 Consumer Law 430 Environmental Law 700 Real Estate Law 100 Bankruptcy Law 280 Contract Law 440 Estate Planning and Probate 710 Securities Law 110 Bond Law 285 Copyright Law 500 General Counsel 720 Sunshine/Public Records Law 200 Civil Appellate Practice 290 Corporate Law 510 Health Law 800 Tax Law 210 Civil Rights I aw 300 Corrections/Parole Law 530 Immigration Law 850 Utilities Law 220 Civil Trial Practice 310 Criminal Appellate Practice 535 International Law 900 Workers'Compensation Law 230 Collections Law 330 Criminal Trial Practice 540 Juvenite/Dependency Law to d a. 4. Type of Request(If this is an original request,please answer only through question#21; if this is a contract amendment, please answer all questions as appropriate): Original Contract X _ Contract Amendment m 5, If this is an original request, please provide the estimated total contract amount: Fees$60,000.00 Costs$2,500.00 Total$62,500.00 _ 6. If this is an original request, please provide the proposed contract period: From Execution Date to September 30, 2023 _ 7. Please provide a brief description of the legal services to be provided CONTRACTOR shall serve as bond counsel for AGENCY's UTILITY SYSTEM REVENUE NOTE,SERIES 2023, in a principal amount of up to $75,000,000,which is a public finance transaction. CONTRACTOR shall be paid a fixed fee of$60,000.00 for its representation of AGENCY on this public finance transaction,which shall include CONTRACTOR'S services on the initial and any follow up funding and draws for this public finance tax-exempt loan.The amount of$2,500.00 has been reserved for related costs and expenses. CONTRACTOR will be responsible for documenting the transaction, researching.,and advising the AGENCY on applicable law, issuing appropriate and necessary legal opinions as bond counsel for AGENCY, preparing the necessary public finance transaction authorizing and issuance resolution, preparing the proposed opinion of borrower's 1 Form 0AG-001 (12/93[rev.9/200171 2 counsel for the AGENCY for this tax-exempt loan, and representing AGENCY on follow up draw actions. CONTRACTOR shall also perform any and all other customary and appropriate duties in the legal representation of AGENCY as issuer/lender for the documentation,preparation,approval,closing, and funding on the UTILITY SYSTEM REVENUE NOTE,SERIES 2023 for the AGENCY,which is contemplated to be submitted for governing body approval by AGENCY on or about June 20, 2023, and to closing and have its initial funding on or about June 28, 2023. 8. For trial and appellate litigation,please identify: Style of Case: N/A Case Number:N/A Court: N/A . 9. Identify the reason outside counsel is needed as opposed to utilizing in-house attorney services: X Necessary legal expertise not available on staff Time commitments exceed in-house staff resources Conflict of interest Local representation necessary Travel,lodging and other costs associated with in-house representation not cost effective X Other, Identify: Use of qualified outside bond counsel is required for terms of this public finance tax- exempt revenue note issue. 10. Identify the proposed law firm/counsel: to Law Firm/Counsel Name: Butler Snow LLP Address 6022 San Jose Boulevard, Suite 100 City,State ZIP Jacksonville, FL 32217 11. Identify by name which partners, associates,research associates or other personnel will be used to perform the contracted legal services;and a schedule of their current billing rates. Name Position Title Hourly Rate Emily F. Magee Partner $300.00/hr. Rene Moore Tax Partner $300.00/hr. Bailey Williams Associate $200.00/hr. Amber Ware Paralegal $150.00/hr. Form OAG-001(12/93[rev.9/2001]) 3 12. Proposed Hourly Rate: Partner $ Estimated Hours: Associate$ Estimated Hours: See Paragraph II..above. Any needed hourly billing services are undetermined at this time, but if ordered by Agency,will be provided based on the schedule of current billing rates provided in 11,above. 13. If the method of payment is to be hourly fee,identify what services will be covered by this fee(e.g.,attorney services,paralegal services,research expenditures, overhead including reproductions of materials, administrative support services,telephone charges including faxing of materials,etc.). See Rule 2-37.030, FAC. Any additional public finance legal representation outside of the contemplated public finance tax-exempt revenue note issue, if requested by Agency,Ind if offered by Contractor,will be billed at an hourly rate. 14.What items, if any,will be subject to additional charges not considered in the hourly fee. See Rule 2-37.030, FAC. Work on Public Finance and Bond matters.exclusive of legal support on routine SRI_F applications and documentation, but including provision of Opinion of Bond Counsel for the Agency,wine at reasonable and customary charges for such services in the geographic grea_of the State of Florida as requested by the Agency. 15. If a cap is to be placed on the amount of non-attorney fee expenditures the agency can reimburse over and above the hourly fee,please identify the amount. $N/A to 16. Is a waiver to the established fee schedule required? X Yes _ No If yes, please complete Attachment 1, Statement of Waiver. 17. If an alternate to the hourly billing method is proposed,please describe. Fixed fee per case See Paragraph 11...above. No additional,tax-exempt bond/note issues ate anticipated for_tlie term of_the Agreement, beyondjhe up to$75,000.000,00 issue described above. Flat fee per service(s) Contingency fee Other 18.Services to be Performed in: Clay. Duval and Bradford Counties. (County) 19.Please identify the criteria used by your agency to select the proposed legal counsel and explain. Magnitude/complexity of case requires firms resources Ratings and certifications(e.g., Martindale and Hubbell) X Firm experience X (Note: Lead Counsel. Emily F Magee. is a very experienced bond counsel, and has previously served as bond counsel to AGENCY while with another law firm provider to AGENCY. Minority counsel Po►w OAC- OI(12/93 T,w.9/2601 j) 4 Firm's physical proximity to case,agency X Firm's prior experience with agency X(Note: Lead Counsel, Emily F. Magee, is a very experienced bond counsel,and has previously served as bond counsel to AGENCY while with another law firm provider to AGENCY. Firm's prior experience with similar case or issue X (Note: Lead Counsel, Emily F. Magee, is a very experienced bond counsel,and has previously served as bond counsel to AGENCY while with another law firm provider to AGENCY. Billing methodology proposed/rate X Other 20. Indicate the names of those attorney(s)/firm(s)contacted in addition to the one proposed and their quoted fees. Firm Name Quoted Fee Not applicable - Emily F. Magee, now with Butler Snow LLP, is Agency's regular_bond counsel 21.Will agency staff be serving as co-counsel or participating with the outside counsel beyond oversight or coordination? NO If yes, identify the participation? Fact finding, including document review,witness interview _ Legal research Formal Discovery_ Drafting documents Pleading/motion practice Negotiations_ Appeals Trial preparation Trial to Co-Counsel_ Lead counsel _ Other ,describe 22. If this request is a contract amendment,please identify the reason for the amendment,describe the change(s)from the last approval and provide justification for change(s)below. - Increase in total contract amount(including fees&costs): From$__ to$__ - Increase in hourly rate: From$_ hourly to$ hourly Increase in allowance for expenditures over and above hourly rate: From$ to$ - Extension of contract period: From through_ ,to through_ - Revision/change in services to be provided - Other- Please explain Justification for amendment: Fern OAr;.001(i2193 Trey.gl2ooil) 5 23. If this request is an amendment to extend the contract period,please provide for the immediate prior fiscal year only: $expended for fees: $ $expended for costs: $ Total$expended: $ fill, Si:111- RegA ring Offi er Date e . ,,, ., ' MP.B.• . 2 2 3-Oo —©b Executive Director Title of Requesting Officer to Form OAG-001(12193 j v.9120011) 6 Statement of Waiver Pursuant to Rule 2-37.040, F.A.C.,the following rationale exists for waiver of the fee schedule for legal services to be rendered by: GRADY H. WILLIAMS,JR., LL.M.,ATTORNEYS AT LAW, P.A. X 1. The Agency is unable to obtain adequate legal representation within the confines of the standard fee schedule. 2. The Agency is unable to obtain legal services with the special expertise necessary to perform the particular function of the practice of law which the agency requires. 3. The waiver is necessary to provide legal services as a result of an emergency, an immediate danger to the public health,safety and welfare, or an opportunity for the state to preserve or enhance the public fisc and that failure to contract immediately for legal services in excess of the standard fee schedule will work to the detriment of the state. Please provide below the rationale for the justification selected. Given the complexity and multiplicity of issues presented due to outside financial events adversely affecting the Agency's long term infrastructure financing planning in fiscal year 2022-2024, it is necessary and appropriate to to retain Bulter Snow LLP on a fixed fee basis to negotiation,draft, and opine as required in connection with closing the Agency's proposed not to exceed$75 000 000 qualified public tax-exempt financing facility anticipated to close on or about lune 28, 2023,with Truist Bank and/or its affiliate as lender. This issue will be designated as CLAY COUNTY UTILITY AUTHORITY UTILITY SYSTEM REVENUE NOTE,SERIES 2023, or words to that effect. The Agency's negotiated fixed fee with the Contractor(i.e.,$60,000.00 fee, costs and expenses not to exceed$2,500.00,$62 500.00 total) is consistent with the rate in the market for bond and securities law representations of this level. The lead counsel for Contractor, Emily F. Magee. Esquire, has extensive experience in assisting the Agency with its bond and related financing transactional work and plan, and often provides services ancillary to such legal representation, including coordination of financing design and recommendations with the Agency's financial staff and third-party financial consultants. „qii... 1, _ - az, -0 G - 0 lo Agen He d „gnatur. Date is Form 0AG-001 (12/93 from 9/20011) AGREEMENT BETWEEN CLAY COUNTY UTILITY AUTHORITY AND BUTLER SNOW LLP This AGREEMENT is entered into in Middleburg,Clay County,Florida,by and between the CLAY COUNTY UTILITY AUTHORITY (the AGENCY),an independent special district of THE STATE OF FLORIDA,with headquarters located at 3176 Old Jennings Road,Middleburg,Florida 32068,and BUTLER SNOW LLP(the CONTRACTOR), located at 6022 San Jose Boulevard,Suite 100,Jacksonville,FL 32217. This AGREEMENT shall bind the parties upon its execution by their representatives. WHEREAS, CONTRACTOR will serve as outside public bond finance and securities counsel for the AGENCY. WHEREAS,the CONTRACTOR has the expertise necessary to perform the to duties and responsibilities outlined in this AGREEMENT. NOW,THEREFORE,the parties agree as follows: ARTICLE 1, ENGAGEMENT OF THE CONTRACTOR The AGENCY agrees to engage the CONTRACTOR and the CONTRACTOR agrees to perform the services set forth below. The CONTRACTOR understands and agrees that all services contracted for are to be performed solely by the CONTRACTOR and may not be subcontracted for or assigned without the prior written consent of the AGENCY. Revised 03[23/06 2 ARTICLE 2. SCOPE OF SERVICES CONTRACTOR shall serve as bond counsel for AGENCY's UTILITY SYSTEM REVENUE NOTE,SERIES 2023,in a principal amount of up to$75,000,000,which is a public finance transaction. CONTRACTOR shall be paid a fixed fee of$60,000.00 for its representation of AGENCY on this public finance transaction,which shall include CONTRACTOR's services on the initial and any follow up funding and draws for this public finance tax-exempt loan. An additional$2,500.00 is reserved for related costs and expenses. CONTRACTOR will be responsible for documenting the transaction, researching and advising the AGENCY on applicable law,issuing appropriate and necessary legal opinions as bond counsel for AGENCY,preparing the necessary public finance transaction authorizing and issuance resolution,preparing the proposed to opinion of borrower's counsel for the AGENCY for this tax-exempt loan,and representing AGENCY on follow up draw actions. CONTRACTOR shall also perform any other ordinary and customary duties as bond counsel for the AGENCY in connection with the UTILITY SYSTEM REVENUE NOTE,SERIES 2023,which is expected to be submitted for the AGENCY'S governing body's approval on or about June 20,2023,and which is expected to close with initial funding on or about June 28, 2023. See attached letter for additional details on the proposed public finance transaction. Additional public finance work unrelated to UTILITY SYSTEM REVENUE NOTE,SERIES 2023,will be provided on an hourly basis as ordered by AGENCY and Revised 03/23/06 3 accepted by CONTRACTOR. ARTICLE 3. TIME OF PERFORMANCE This AGREEMENT shall begin upon execution and end on September 30,2023; provided,however,that normal and ordinary follow up after the expiration date of this AGREEMENT re follow up draws from this tax-exempt loan are included in the scope of work for which CONTRACTOR is being paid under this AGREEMENT. The CONTRACTOR shall provide routine services and requested services within the CONTRACTOR's practice areas within a reasonable time of each such request,and for reoccurring events,either at the scheduled time of the event,such as attendance at a Eoard of Supervisors meeting,or within a reasonable time thereafter,as the context and circumstances may require. to ARTICLE 4. CONSIDERATION (1) Fees and costs shall be paid in accordance with the provisions of ATTACHMENT A FOR PRIVATE ATTORNEY SERVICES,including Exhibit 1. (2) Justified and reasonable travel expenses which are directly and exclusively related to the professional services rendered under this contract will be reimbursed in accordance with§112.061,Florida Statutes. For the purpose of computing travel expenses,the CONTRACTOR's place of business shall be that listed in the Preamble to this AGREEMENT and all travel expenses shall be computed on that basis. (3) 'the AGENCY is exempted from payment of Florida state sales and use taxes and Federal Excise tax, The CONTRACTOR,however,shall not use the AGENCY's Tax Revised 03/23/06 4 exemption number to secure any materials or services. The CONTRACTOR shall be responsible and liable for the payment of all its FICA/Social Security and other taxes resulting from this AGREEMENT. (4) The CONTRACTOR shall not pledge the AGENCY's credit or make the AGENCY a guarantor of payment or surety for any contract,debt, obligation,judgment, lien,or any form of indebtedness. (5) Payment for services shall be issued in accordance with the provisions of §215.422,Florida Statutes. (6) Pursuant to Section 215.422(5),Florida Statutes, the Department of Financial Services has established a Vendor Ombudsman to act as an advocate for vendors. The Vendor Ombudsman may be reached at(850)413-7269 or 410-9724. to (7) In accordance with the provision of Section 287.0582,Florida Statutes,the State of Florida's(AGENCY's) performance and obligation to pay under this contract is contingent upon an annual appropriation by the Legislature,if the terms of this AGREEMENT extend beyond the current fiscal year. (8)A contingency fee contract must be commercially reasonable. "Commercially reasonable"means the fees shall be no more than the amount permissible pursuant to rule 4-1.5 of the rules regulating The Florida Bar and ease law interpreting that rule. If the amount of the fee is in dispute,the counsel retained by the state shall participate in mandatory binding arbitration. Payment of all attorney's fees is subject to appropriation. Attorney's fees shall be forfeited if,during the pendency of the case,the Revised 03/23/06 5 counsel retained by the state takes a public position that is adverse to the state's litigation or settlement posture. (9)If multiple law firms are parties to the contract,then the contract must address the internal system of governance amongst the firms and each law firm must identify one member of its firm who is authorized to legally bind the firm. ARTICLE 5. DOCUMENTATION (1) The CONTRACTOR shall submit monthly written invoices,in accordance with the requirements of ATTACHMENT A FOR PRIVATE ATTORNEY SERVICES, paragraph D,Format for Invoices,for all fees or other compensation for services or expenses in detail sufficient for a proper pre-audit and post-audit. All invoices shall be submitted to the AGENCY to the attention of Accounts Payable,at the AGENCY's to principal headquarters at 3176 Old Jennings Road,Middleburg,Florida 32068. The AGENCY's contract administrator for this AGREEMENT,or his/her designee,shall review and approve all invoices. In addition,all invoices and all warrants for payment to the CONTRACTOR shall be submitted to the Board of Supervisors for the AGENCY for approval or for ratification,as the case may be. (2) Each private attorney who is under contract to provide attorney services for the state or a state agency shall,from the inception of the contractual relationship until at least 4 years after the contract expires or terminates,maintain detailed current records,including documentation of all expenses,disbursements,charges,credits, underlying receipts and invoices,and other financial transactions that concern the Revised 03/23/06 6 provision of such attorney services. The private attorney shall make all such records available for inspection and copying upon request in accordance with Chapter 119, Florida Statutes. ARTICLE 6. PUBLIC RECORDS All documents prepared pursuant to this agreement are subject to Florida's Public Records Law. Refusal of the CONTRACTOR to allow public access to such records as required by such law shall constitute grounds for unilateral cancellation of this AGREEMENT. ARTICLE 7. TERMINATION OF AGREEMENT (1) The AGENCY may terminate the AGREEMENT for its convenience or cause by giving five(5) days written notice by registered mail to the CONTRACTOR, to specifying the effective date of termination. If this AGREEMENT is terminated,the CONTRACTOR shall be reimbursed for services satisfactorily performed subject to any damages sustained by the AGENCY. (2) If this AGREEMENT is terminated,all finished or unfinished documents, data,studies,correspondence,reports and other products prepared by or for the CONTRACTOR under this AGREEMENT shall be made available to and for the exclusive use of the AGENCY. (3) Notwithstanding the above, the CONTRACTOR shall not be relieved of liability to the AGENCY for damages sustained by the AGENCY by virtue of any termination or breach of this AGREEMENT by the CONTRACTOR. Revised 03/23/06 7 ARTICLE 8. AMENDMENTS Any changes must be mutually agreed upon and incorporated in written amendments to this AGREEMENT. ARTICLE 9. INDEPENDENT CONTRACTOR The CONTRACTOR, and any of its employees,agents, or assigns,are independent contractors and not employees or agents of the AGENCY. ARTICLE 10. LIABILITY The AGENCY shall not assume any liability for the acts,omissions to act or negligence of the CONTRACTOR,its agents,servants,and employees,nor shall the CONTRACTOR disclaim its own negligence to the AGENCY or any third party. The CONTRACTOR shall maintain, during the period of this AGREEMENT,a to professional liability insurance policy for the professional services to be rendered. ARTICLE 11. NONDISCRIMINATION AND COMPLIANCE The CONTRACTOR shall comply with all federal,state and local laws and ordinances applicable to the work and shall not discriminate on the grounds of x'amm, color,religion,sex,or national origin in the performance of work. ARTICLE 12. ADMINIITEAIDND AGREEMENT 1. The AGENCY contract administrator Jeremy D.Johnston,P.E.,M.B.A., Executive Director of the AGENCY,of his designee. 2. The CONTRACTOR contract administrator is Emily E. Magee,Phone: (904) g39-9012,Email:emily.mageeebutlersnow.com. Revised 0313 106 8 3. All written and verbal approvals referenced in this AGREEMENT must be obtained from the parties'contract administrators or their designees. 4. All notices must be given to the parties'contract administrator. 5. This contract shall be governed by and construed under the laws of the State of Florida. ARTICLE 13. PUBLIC ENTITY CRIME A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity,may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work,may not submit bids on leases or real property to a public entity,may not be awarded or perform work to as a contractor,supplier,subcontractor,or consultant under a contract with any public entity,and may not transact business with any public entity in excess of the threshold amount provided in 287.017,Florida Statutes for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. Any contract in violation of this provision is null and void. ARTICLE 14. AGREEMENT AS INCLUDING ENTIRE AGREEMENT This instrument,including any attachments,embodies the entire AGREEMENT of the parties. There are no other provisions,terms,conditions, or obligations. This AGREEMENT supersedes all previous oral or written communications,representations or agreements do this subject. Revised 03/23/06 9 ARTICLE 15. SPECIAL CONDITIONS (1) The CONTRACTOR agrees to permanently refrain from using or mentioning its association with the AGENCY in advertisements,letterhead,business cards,etc. The CONTRACTOR's services to the AGENCY may be generally described in the CONTRACTOR's professional resume. The CONTRACTOR may not give the impression in any manner,that the AGENCY recommends or endorses the CONTRACTOR. (2) All contacts with the news media pertaining to the subject of this AGREEMENT shall be referred to the AGENCY contract administrator. (3) Anything that is produced by or developed in connection with this contract shall remain the exclusive property of the AGENCY and may not be copyrighted, to patented,or otherwise restricted as provided by law. Neither the CONTRACTOR nor any other individual employed under this AGREEMENT shall have any proprietary interest in any product(s)developed or produced under this AGREEMENT. (4) This AGREEMENT shall be subject to the approval or ratification of the BOARD OF SUPERVISORS of the CLAY COUNTY UTILITY AUTHORITY,and shall be further submitted for approval or other appropriate action by the OFFICE OF THE ATTORNEY GENERAL for the STATE OF FLORIDA. Revised 03/23/06 10 IN WITNESS WHEREOF,CLAY COUNTY UTILITY AUTHORITY,as the AGENCY,and BUTLER SNOW LLP,as the CONTRACTOR,have executed this AGREEMENT effective as of the last date of execution,below. The"CONTRACTOR" The"AGENCY" BUTLER SNOW LLP CLAY COUNTY UTILITY AUTHORITY B By: Name: E iil F. M ge• Name: Jeremy D.Johnston, P.E., M.B.A. Title: Pa r '1 1 Title: Executive Director FID Number: V9 ^ oV)` v49 APPROVED AST RM 'D LEGALITY By: Na . Gad H. Williams,Jr. .M. to Attorney Title: General Counsel for the AGENCY s Witness r r 2 V� Date Date Revised 03/23/06 1 OFFICE OF THE ATTORNEY GENERAL ATTACHMENT A FOR PRIVATE ATTORNEY SERVICES A. SCOPE OF SERVICES The CONTRACTOR shall: 1. Serve as bond counsel for AGENCY's UTILITY SYSTEM REVENUE NOTE,SERIES 2023,in a principal amount of up to$75,000,000,which is a public finance tax-exempt loan transaction. CONTRACTOR shall be paid a fixed fee of$60,000.00 for its representation of AGENCY on this public finance transaction,which shall include CONTRACTOR'S services on the initial and any follow up funding and draws for this public finance tax-exempt loan. An additional $2,500.00 is reserved for related costs and expenses. CONTRACTOR will be responsible for documenting the transaction,researching,and advising the AGENCY on applicable law,issuing appropriate and necessary legal opinions as bond counsel for AGENCY,preparing the necessary public finance transaction authorizing and issuance resolution,preparing the proposed opinion of borrower's counsel for the AGENCY for this tax-exempt loan,representing AGENCY on follow up draw actions,and such additional ordinary and customary duties of bond counsel for the AGENCY as the issuer/borrower. See attached letter for additional details on the proposed public finance transaction,which will be documented and submitted for AGENCY's governing body action on or about June 20,2023,with a projected dose on or about June 28,2023. to 2. Review and analyze AGENCY legal files,data,documents and other materials concerning the above matter and advise on recommended legal course. Attend and participate in meetings, conference calls,inspections or the like and report on the status of the legal matters. 3. Subject to additional order by the AGENCY and acceptance by the CONTRACTOR,above and beyond the CONTRACTOR's representation on the upcoming current utility system revenue note issue,provide representation on an hourly basis on other public finance matters affecting AGENCY. B. COMPENSATION-FEES 1. The AGENCY shall be billed in accordance with Exhibit 1. Fees and related costs and expenses shall not exceed$62,500.00 for the CONTRACTOR's related services for UTILITY SYSTEM REVENUE NOTE,SERIES 2023,as described in II.A.,below,of Exhibit 1,and fees in excess of such amount shall not be compensable,unless otherwise agreed to in writing by the AGENCY and the CONTRACTOR. 2. Billable hours: a. As set forth in ILA.,below,of Exhibit 1,the CONTRACTOR's work on specific bond issues and related public finance matters,including provision of Opinion of Issuing Counsel for the Form OAG-002(07/97[rev.04/2006,effective]) 2 AGENCY,as a condition of obtaining such public financing,and all as directed and requested by the AGENCY,will be at reasonable and customary charges for such services in the geographic area of the State of Florida. b. Other separate billable matters not addressed above shall be undertaken as ordered by the AGENCY,and as accepted by the CONTRACTOR,and shall be billed by the hour,as set forth in accordance with Exhibit 1,I.A.,below. Billable hours shall be measured in six (6)minute increments. Compensation of attorney hours will be for actual time spent providing attorney services to the AGENCY. 3. Premium rates will not be paid for overtime work. 4. Attorney time while traveling on litigation and other separately billable matters not addressed above or covered by the described monthly retainer amount will be compensated at 100%percent of the hourly rates reflected in Exhibit 1.,I.A.,below. To the greatest extent practical,travel time shall be incurred in the presence of employees,agents and consultants of the AGENCY,for preparation,organization,planning and analysis purposes with respect to the matter being handled on behalf of the AGENCY. C. COMPENSATION-COSTS 1. On litigation matters,reimbursement of costs for such items as exhibits,transcripts and witness fees requires prior oral authorization by the AGENCY and shall be reimbursed based upon to documented third party vendor charges. The AGENCY shall not pay for the CONTRACTOR's firm surcharges added to third party vendor charges. 2. Routine expenses such as local phone calls,local facsimile transmissions,routine postage, copy work,local travel expenses,printed library materials and local courier,word processing,clerical or secretarial services are overhead and will not be separately compensated. 3. Non-routine office overhead expenses such as long-distance phone calls,long distance facsimile transmissions,long distance courier services,bulk mailings,bulk third party copying, blueprints,x-rays,photographs and computer-assisted legal research services must be justified to the AGENCY and shall be reimbursed based on documented third party vendor charges. If these charges exceed$500.00 per month,or such lower amount as may be specified in writing by the contract administrator for the AGENCY from time to time,then prior written approval from the AGENCY must be obtained. In-house bulk mailings and bulk copying expenses must be supported by usage logs or similar documentation. The CONTRACTOR's firm surcharges are not reimbursable. 4. The CONTRACTOR shall only bill the AGENCY for a proportionate share of the cost of legal research,attending hearings or engaging in client representation of any type,which is applicable to other clients. 5. Reimbursable costs shall not exceed$1,500.00 for any litigation matter. The Form OAG-002(07/97[rev.04/2006,effective]) 3 CONTRACTOR shall notify the AGENCY in writing when costs reach$1,500.00. Said notification shall be made as soon as is practicable and prior to the next monthly invoice,or by a separate invoice for reimbursement,clearly identified as such. D. FORMAT FOR INVOICES 1. Within 30 days of service provision,each statement for fees and costs shall be submitted in one(1)counterpart,in a format that includes,at a minimum,the following information: a. Case name and number,if applicable,or other legal matter reference. b. Invoice number for the particular bill. c. CONTRACTOR taxpayer identification number. d. CONTRACTOR and AGENCY contract administrators'names, e. Inclusive dates of the month covered by the invoice. f. Itemization of the date;hours billed (if hourly);a concise,meaningful description of the services rendered,with sufficient detail to enable the AGENCY to evaluate the services rendered and costs;the person(s)who performed the services for each day during which the CONTRACTOR performed work;their hourly rate (if hourly) as specified in Exhibit 1,and any billing rate that is for some reason different from the one furnished in Exhibit 1,e.g.,travel at a reduced hourly rate. to g. A listing of all invoiced costs to be accompanied by copies of actual receipts. h. The total of only the current bill. Prior balances or payment history should be shown separately,if at all. i. A certification statement,signed by the CON RACTOR's contract administrator that reads, "I certify that all costs and fees claimed for payment are accurate and were performed in furtherance of the AGREEMENT between BUTLER SNOW LLP and CLAY COUNTY UTILITY AUTHORITY." j. Any other information as may be requested by the AGENCY's contract administrator. E. ADMINISTRATION OF AGREEMENT 1. The AGENCY contract administrator is Jeremy p,Johnston,P.E.,M.B.A.,Executive Director of the AGENCY,or his designee. Z. The CONTRACTOR contract administrator is Emily F.Magee. However,if multiple law firms are parties to the Contract,then the contract must address the internal system of governance amongst the firms and each law firm must identify one member of its firm who is authorized to Form QAG-QQZ(07/Y7(rev.04/ZUU6,effeciivef) 4 legally bind the firm. 3. All oral approvals must be obtained from the parties'contract administrators or their designees. All notices must be given to the parties'contract administrators. 4. This contract shall be governed by and construed under the laws of Florida. F. OTHER AVAILABLE SERVICES Upon receiving approval from the AGENCY,the CONTRACTOR shall use existing AGENCY agreements,when available and cost effective,to acquire services (e.g.,computer-assisted legal research) and the assistance of professionals (e.g.,court reporters,expert witnesses) at reduced rates. G. PUBLIC RECORDS All documents prepared pursuant to the AGREEMENT are subject to Florida's Public Records Law. Refusal of the CONTRACTOR to allow public access to such records,as required by such law,shall constitute grounds for unilateral cancellation of this AGREEMENT. H. SPECIAL CONDITIONS 1. The CONTRACTOR will make affirmative efforts to achieve cost effectiveness by consolidating court hearings,limiting travel,streamlining case processing,using printed forms,using to the appropriate level of attorney or staff experience required by task,and taking other actions to improve efficiency. 2. Multiple staffing at meetings,hearings,depositions,trials,etc.,by the CONTRACTOR will not be compensated without prior written approval from the AGENCY. 3. CONTRACTOR agrees that all documents shall be promptly returned at the termination of the CONTRACTOR's involvement in the case or matter at hand. 4. AGENCY in-house staff shall be used in the legal matter to the maximum extent possible. 5. The CONTRACTOR will provide immediate notice by facsimile transmission or telephone regarding significant case developments which will likely result in media inquiries. 6. The CONTRACTOR shall provide the AGENCY immediate notice of any representation undertaken by the CONTRACTOR in matters where the client is suing or being sued by the state or state entities in any civil or adversarial administrative action. 7. A contingency fee contract must be commercially reasonable. "Commercially reasonable" means the fees shall be no more than the amount permissible pursuant to Rule 4-1.5 of the rules regulating The Florida Bar and case law interpreting that rule. If the amount of the fee is in dispute, the counsel retained by the state shall participate in mandatory binding arbitration. Payment of all Form OAG-002(07/97[rev.04/2006,effective]) 5 attorney's fees is subject to appropriation. Attorney's fees shall be forfeited if,during the pendency of the case,the counsel retained by the state takes a public position that is adverse to the state's litigation or settlement posture. 8. Each private attorney who is under contract to provide attorney services for the state or a state agency shall,from the inception of the contractual relationship until at least 4 years after the contract expires or terminates,maintain detailed current records,including documentation of all expenses,disbursements,charges,credits,underlying receipts and invoices,and other financial transactions that concern the provision of such attorney services. The private attorney shall make all such records available for inspection and copying upon request in accordance with Chapter 119, Florida Statutes. 9. The AGENCY's general counsel must approve and sign the contract as to form and legality. The Contract must be signed by the AGENCY head,who shall also maintain custody of the contract. to Ann OAG-002 fry.041200e,eJe 1I'eJ) 6 • EXHIBIT 1 -Fee Schedule I. HOURLY BILLING SCHEDULE: A. Any work,but excluding the current contemplated public finance and tax-exempt note issue representation,set forth in II.A.,below,will be provided on an hourly basis as requested by AGENCY,and as accepted by the CONTRACTOR. CONTRACTOR's attorney and paralegal staff to be used under this contract include the following individuals at the hourly rates indicated: NAME Hourly Rate 1. Emily F.Magee,Partner $300.00 2. Rene Moore,Tax Partner $300.00 3. Bailey Williams,Associate $200.00 4. Amber Ware,Paralegal $150.00 The above rates may be adjusted if both parties agree,and shall be documented in writing by amendment to this AGREEMENT. II. ALTERNATE BILLING SCHEDULE FOR ROUTINE SERVICES AND REPRESENTATION ON BOND AND TAX-EXEMPT NOTE ISSUES AND RELATED MATTERS: to A. The negotiated fixed Attorney's Fee is calculated at less than the standard rate of $1.00 per bond (1 bond = $1,000 face or par value),for the anticipated proposed issuance of CCUA Utilities System Revenue Note,Series 2023 (the"2023 Tax-Exempt Note"),based on the final aggregate principal amount of that public finance tax-exempt issue,now estimated at$75,000,000, not I2 exceed a maximum legal fee for services in this representation of$60,000.00 to be paid to CONTRACTOR for this issue. Budgeted costs and expenses not to exceed$2,500.00 are also authorized as provided for above on this issue. The AGENCY finds that this alternative billing methodology is the most appropriate billing methodology and does not exceed the rate in the market(i.e.,"geographic location and in the legal specialization")in which the attorney service is being provided. Form OAG-002(07/97[rev.04/2006,effective]) TRUIST Clay County Utility Authority Term Sheet May 25,2023 Truist Bank ("Bank"), on behalf of itself and its designated affiliate (the "Lender"), is pleased to submit the following summary of terms and conditions for discussion purposes only.The term sheet is non-binding and does not represent a commitment to lend. The term sheet is intended only as an outline of certain material terms of the requested financing and does not purport to summarize all the conditions,covenants, representations,warranties,and other provisions that would be contained in any definitive documentation for the requested financing. Borrower: Clay County Utility Authority("CCUA") Lender: Truist Commercial Equity,Inc. Facility/Purpose/ Tax-Exempt Loan(the"Loan") Description: The Loan will be funded in a single drawdown on the date of closing.Loan proceeds shall be deposited to an eligible escrow project account(the"Escrow Account"),to be held at Truist Corporate Trust Services.It is anticipated that the Loan shall be repaid from proceeds of a long-term bond to be arranged following project funding and construction. Proceeds of the Loan to be held In the Escrow Account will be used to(i)fund costs related to to capital improvements; and (ii) pay issuance costs related to the transaction,as outlined in the RFP. Amount: Up to$75,000,000 The RFP requested an option for$50 million and$75 million.The proposed terms shall apply to the option selected by CCUA. Maturity: Approximately 96 months from date of closing.The initial put date shall be May 1,2026. Repayment: Interest shall be payable semi-annually due each May 1 and November 1, beginning November 1,2023. Put Date: Initially May 1, 2026 and upon each put date Lender, in its sole discretion,has the right to"put"the Loan to CCUA;provided,that Lender may provide written notice to Borrower no later than 90 days prior to such put date that it will, in its sole discretion, extend the term for an additional 6-month period; provided further that the failure to give any notice shall meant that the term has not been extended and CCUA shall be obligated to pay or purchase the Loan in full on such put date. Term-out Provision: Should Lender exercise the put option and Borrower be unable to pay or purchase the Series 2023 Loan in full, principal shall be payable semi-annually on CHAR2 2403852v I May 1 and November 1 as 9 equal installments at 1/10t of the outstanding principal at the time of the term-out with final payment due in month 60 of the term-out period. Interest Rate: Fixed Rate: Maturity Date/Put Date Tax-Exempt Interest Rate 96 months/May 1,2026 Tax-Exempt 3.56% Accrual basis: Act/360 CCUA will pay to the Lender prepayment compensation in connection with any prepayment of the Loan based on the Lender's standard break-funding terms for fixed rate loans.There shall be no prepayment penalty for repayment on a Put Date. This rate is available through June 29,2023.CCUA understands that the market interest rates are subject to change. CCUA also understand that in the event the Loan is funding during the Rate Lock Period,the interest will become the effective interest rate for the Loan even if market interest rates are lower than the rate at the time the Loan is funded. "Default Rate"shall mean the lesser of(I)18%per annum and(ii)the maximum lawful rate. The interest rate for tax-exempt Loan will be subject to increase in the event of a Determination of Taxability including retroactive interest,penalties and other fees and costs associated therewith.Taxable Event does not include and is not triggered by a change in law by Congress that causes the interest to be includable under Lender's gross income. to Documentation: All documentation shall appropriately structure the financing according to Federal and State statutes, subject to acceptable review by Lender and its counsel.The note will not be presented for payment unless required by documentation. Covenants: Pursuant to the resolutions, usual and customary covenants, reporting requirements, representations and warranties and events of default, Bond Service Requirements for all series of bonds, for transactions of this type, including, without limitation, the following financial covenants and reporting requirements: • Annual Financial Statements within 270 days of fiscal year end. • Annual budget within 30 days of adoption • Rate Covenant of 1.05x as outlined in the Master Resolution • Additional debt allowed subject to terms of Master Resolution • Such covenants shall not be amended without the written consent Lender Security The loan will be secured solely by a senior lien pledge of the net revenues of CCUA's Utility System and will be issued on parity with CCUA's Series 2012, 2015 and 2019 Notes under and pursuant to the Master Resolution. [-Private-] CHAR212403852v I Governing Law& State of Florida Jurisdiction Conditions 1. Borrower's Counsel Opinion: An opinion of CCUA's counsel covering matters Precedent and customary to transactions such as this and in all respects acceptable to the Lender Other Terms and its counsel. 2. Bond Counsel Opinion:An approving opinion of bond counsel related to the Loan in form and substance satisfactory to the Lender. 3. Other Items: The Lender shall have received such other documents, instruments, approvals,or opinions as may be reasonably required. Lender's Legal Our proposed Lender's counsel is Michael Wiener at Holland &Knight. Fees for Lender's Counsel counsel will be$25,000 for the Loan. Estimated fees for the closing of the Loan are to be determined and shall be paid by the Borrower,whether or not the Loan described herein is closed. Municipal Advisor The Bank is a regulated bank and makes direct purchase loans to Municipal Entities Disclosure: and Obligated Persons as defined under the Municipal Advisor Rule,and in this term sheet is solely providing information regarding the terms under which it would make such a purchasefor its own account. The Bank is not recommending an action or providing any advice to theBorrower and is not acting as a municipal advisor or financial advisor.The Bank is not servingin a fiduciary capacity pursuant to Section 15B of the Securities Exchange Act of 1934 with respect to the information and material contained to in this communication.The Bank is acting hits own interest. Before acting on the information or material contained herein,the Borrower should seek the advice of an IRMA and any other professional advisors which it deems appropriate for the Loan described herein,especially with respect to any legal,regulatory,tax or accounting treatment. Patriot Act: Pursuant to the requirements of the Patriot Act,the Bank and its affiliates are required to obtain,verify,and record information that identifies loan obligors,which information includes the name,address,tak identification number and other information regarding obligors that will allow Lender to identify obligors in accordance with the Patriot Act,and Lender is hereby so authorized.This notice is given in accordance with the requirements of the Patriot Act and is effective for the Bank and its affiliates. [-Private-] CfAR212403ss2vl Truist Corporate CCUA will have an opportunity to review various Project Fund options through Truist Trust Project Fund Corporate Trust Services. For information,analysis and review two options available as of Options: May 25,2023 have been outlined below: Three year Fixed Rate: 3.55% Collateralized funds,released at any time without penalty Managed Rate: 4.05% Funds not collateralized,released at any time without penalty Expiration Date: This Term Sheet shall expire on June 20, 2023, unless a formal commitment letter has been issued prior to such date or CCUA has sent Lender a notice of Intent to recommend Lender's Proposal for award. to I-Pnvace-J CHAR2'24U38 2v I