Loading...
HomeMy WebLinkAboutAgreement_General_1/9/2020_Akerman LLPakerman December 13, 2019 Village of Tequesta, Florida 345 Tequesta Drive Tequesta, FL 33469 Attention: Mayor Brennan CC: Keith Davis, Village Attorney Re: Village of Tequesta, Florida Dear Mr. Dunkiey: Peter L. Dame Akerman LLP 50 North Laura Street Suite 3100 Jacksonville, FL 32202 Tel: 904.798.3700 Fax: 904.798.3730 peter.dame@akerman.com Thank you for contacting me in connection with engaging Akerman LLP ("Akerman") represent the Village of Tequesta, Florida (the "Village").. The purpose of this letter is to set forth our mutual understanding of the terms of such representation. If accepted by you, this letter will serve as the engagement letter between the Village and Akerman. Akerman agrees to perform legal services for the Village in connection with matters as you request from time to time, on the following terms and conditions: 1. Nature of Engagement. As discussed, our representation at this time is limited to serving as Bond Counsel to the Village in connection with the issuance of bonds or other debt to finance capital improvements currently contemplated by the Village. It is currently anticipated that the financing will be in the approximate amount of $6,000,000 and will be structured as a privately placed bank -qualified loan. Should we in the future provide representation on other matters, this letter will also apply to such other representation. The representation is for legal representation only; we do not provide advice in other areas such as accounting or business advice and are not a municipal adviser for purposes of the securities laws. We understand that the Village anticipates retaining a financial advisory firm to act as municipal adviser to the Village. 2. Staffinst. I. will have primary responsibility for this .engagement. Staffing will depend primarily on your preferences and on the judgment of Akerman as to the experience and expertise required to properly discharge its professional responsibilities. - 3. Fees. We will negotiate with the Village a fixed fee in connection with each bond issue or other financing. If the financing is structured as a bank loan, our fee would typically be in the range of $10,000 to $14,000. -3Xertr,on.crjr 51018583;2 Village of Tequesta, Florida December 13, 2019 Page 2 4. Costs. Expenses (such as travel, lodging, meals, telephone tolls, witness fees, deposition transcripts, court costs, photocopying, postage, computerized legal research, staff overtime, courier services, filing fees, expert charges, etc.) will be separately itemized on Akerman's statements. Certain cost bills may be forwarded to Client for payment directly to the vendor. Our costs are generally billed at the amounts actually charged to Akerman or our estimate of our expense for internal costs (e.g. photocopying). 5. Submission and Payment of Statements. We will generally submit statements for services rendered and costs advanced at the closing of a transaction. in the event that any statement is not paid in full within 30 days, Akerman will have the option to withdraw from this representation and you hereby consent to withdrawal under those conditions. Further, a failure to question or object to any charges within 30 days after receipt of a statement will constitute your agreement to the statement as presented. 6. Litigation. If litigation or other proceedings occur in connection with this agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. 7. Conflicts in Representation. From time to time there may arise matters involving a conflict of interest, which could arise if there is a transaction or a lawsuit involving the Village and one of Akerman's other clients. Conflicts will be handled as described on the attached addendum. 8. Termination. You will have the right to terminate our representation at any time. Akerman will have the same right, subject to an obligation to give you reasonable notice in order that you may arrange alternative representation. In the event of termination, any papers and other property which you deposited with us will be promptly returned to you upon payment of any outstanding charges of our firm. Our own files pertaining to your matter will be retained by Akerman, although we will make copies available, at your expense, of those portions of the file which appear necessary for the handling of your matter by a successor lawyer. If our engagement is terminated, you will remain responsible for payment to Alterman for services and costs incurred before termination and in connection with the orderly transition of the matter. Please call me if you have any questions concerning these arrangements. Otherwise, kindly indicate your approval by signing this letter and returning the original to my attention. I appreciate your confidence in selecting us as your attorneys and look forward to working with you. Sincerely, AKERMAN LLP 9//--- �_1 Peter L. Dame 51018583;2 Village of Tequesta, Florida December 13, 2019 Page 3 Accepted and agreed to this day ofjJ'�, 2020 VILLAGE OF TEQUESTA, FLORIDA PLD/md 51018583;2 ADDENDUM CONFLICTS OF INTEREST The following terms and conditions are part of the representation letter agreement between Akerman LLP ("Akerman") and the Village of Tequesta, Florida (the "Village"). From time to time there may arise matters involving a conflict of interest, which could arise if there is a transaction or a lawsuit involving the Village and one of Akerman's other clients. Conflicts will be handled as follows: (a) If there is no on -going representation being provided to the Village, then the Village will not be deemed to be a client of Akerman and no conflicts will be deemed to have arisen. Thus, Akerman could represent other clients in regard to matters involving the Village, provided, however, those matters do not relate to the matters on which Akerman has provided representation to the Village. (b) Akerman may immediately terminate its representation of the Village. In the event of such termination, Akerman will be paid in full for services rendered to that date and, as a result of the termination of said representation, Akerman will be entitled to represent other parties in matters adverse to the Village, as if subparagraph (a) above was applicable; subject, however, to the condition that said matters do not involve the matters on which Akerman has provided representation to the Village. (c) To the extent a conflict is a "direct conflict" (as defined below), Akerman will meet and discuss the nature of the conflict and see if the matter can be resolved. If the Village is unwilling to waive the conflict, Akerman reserves the right under (b) above to terminate its representation of the Village. Also, as set forth in subparagraph (a) above, if there is no on -going representation at that time, there will be no direct conflict. A "direct conflict" is a matter in which the Village and another Alterman client are actively and directly involved with one another in an adverse way; for example, the Village is being sued by another Akerman client seeking recovery of a money judgment. An example of an indirect conflict would be where the Village holds a judgment against Company A and one of our lender/clients seeks to foreclose a mortgage which encumbers property owned by Company A. The Village would be joined as a necessary party in the foreclosure because it holds a subordinate judgment lien encumbering Company A's property. That would, as set forth in subparagraph (d) below, be an indirect or incidental conflict. (d) In regard to "indirect or incidental conflicts", the Village hereby waives any such conflict, and Akerman would be entitled to represent the other client in such matters. Indirect or incidental conflicts would be those transactions which do not involve the Village or in which no actual monetary relief is sought against the 51018583;2 Village. As set forth in subparagraph (c) above, for example, an incidental or indirect conflict would arise if Akerman represents a lender and in seeking to foreclose a mortgage, the Village would be joined as a defendant because it has a second mortgage or a judgment against the owner of the property being foreclosed. With respect to any conflict waivers, to the extent the Village has agreed to waive any future conflict as set forth,herein, the execution of this letter constitutes a waiver of that conflict. If requested by Akerman, the Village will further execute a specific waiver letter. 51018583;2