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8a8a (showing markups) Page 1 of 15 RESOLUTION NO. _______ 1 2 A Resolution authorizing the City Attorney to hire outside 3 legal counsel to intervene on the City's behalf in the FPL 4 rate case before the Florida Public Services Commission 5 and approving the terms, conditions and provisions. 6 7 WHEREAS, the City has previously given the City’s attorney authority to hire 8 outside legal counsel recommended by him to intervene on the City's behalf in the FPL 9 rate case before the Florida Public Services Commission, for an amount not to exceed 10 $25,000; and 11 12 WHEREAS, the firm of Nabors, Giblin, & Nickerson has submitted a 13 proposal to represent the City of South Miami, as part of a coalition of local 14 municipalities, business groups, and public interest groups, in a rate case intervention 15 before the Florida Public Services Commission; and 16 17 WHEREAS, the City Attorney for the City of South Miami has recommended 18 hiring the law firm of Nabors, Giblin, & Nickerson to represent the City in the rate case 19 intervention before the Florida Public Services Commission; and 20 21 WHEREAS, the firm of Nabors, Giblin, & Nickerson (“the Firm”) and the 22 City’s attorney have been negotiating a contract regarding the City’s intervention in 23 the rate case but have not been able to reach an agreement as to some of the terms. A 24 copy of the Firm’s proposal and the City’s proposal are included as Attachment A and 25 Attachment B, respectively. A comparison of the two proposals has been marked as 26 Attachment C; and 27 28 WHEREAS, the City’s attorney is hereby seeking authority to enter into the 29 final proposal with the firm of Nabors, Giblin, & Nickerson (“the Firm”). However, 30 if the City does not choose the proposal made by the Firm, then Nabors, Giblin, & 31 Nickerson will not agree to represent the City in the rate case. 32 33 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY 34 COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: 35 36 Section 1. The City desires to intervene in the case before the Florida Public 37 Services Commission in opposing FPL's proposed rate increase. 38 39 Section 3. The City hereby authorizes the City Attorney to enter into the terms, 40 conditions and provisions proposed by the firm of Nabors, Giblin, & Nickerson which is 41 attached hereto as “Attachment A”. 42 43 Section 4. This resolution shall become effective immediately upon adoption by 44 vote of the City Commission. 45 46 PASSED AND ADOPTED this ____ day of _____________, 2012. 47 48 49 8a (showing markups) Page 2 of 15 1 ATTEST: APPROVED: 2 3 4 _____________________ ______________________ 5 CITY CLERK MAYOR 6 7 8 READ AND APPROVED AS TO FORM, COMMISSION VOTE: 9 LANGUAGE, LEGALITY AND Mayor Stoddard: 10 EXECUTION THEREOF Vice Mayor Liebman: 11 Commissioner Newman: 12 _____________________________ Commissioner Harris: 13 CITY ATTORNEY Commissioner Welsh: 14 15 ATTACHMENT “A” 16 17 Introduction 18 19 Thank you for considering the firm of Nabors, Giblin & Nickerson, 20 P.A. (“NGN”) to represent your government or organization in Florida 21 Power & Light Company’s (FPL) current rate proceeding before the Florida 22 Public Service Commission (FPSC). NGN is the preeminent Florida law 23 firm representing local governments in a wide array of matters, including 24 matters concerning public utilities. Our statewide public utility 25 representation has afforded NGN significant experience advocating at the 26 FPSC on behalf of clients with positions adverse to those of FPL and other 27 major investor-owned public utility companies. From this experience we 28 have gained valuable insight into FPL, and have developed means for 29 achieving positive results for our clients. 30 31 We believe that our Firm is well suited to assist your government or 32 organization opposing FPL’s proposed increase in base rates. Our lawyers 33 have vast experience in the regulatory process and specifically in 34 representing large investor-owned utilities (IOUs) and government utilities. 35 Our experience with IOUs is particularly helpful as we are able to share with 36 you our insights into the mindset and strategic decision-making of IOU 37 management. 38 39 Qualifications 40 41 NGN possesses a breadth of experience in utility-related matters 42 which few other firms possess. For ten years, Brian Armstrong represented 43 Florida’s largest investor-owned water utility in complex litigation before 44 8a (showing markups) Page 3 of 15 the FPSC. He remains intimately familiar with the workings of the FPSC. 1 Since joining NGN in 2000, Mr. Armstrong has represented local 2 governments and electric cooperatives in significant matters related to IOUs 3 including rate cases, territory disputes, service agreements and franchise 4 agreements. 5 6 William “Bill” Garner will also be principally involved in this matter. 7 Nearly a decade of Mr. Garner’s 12-year legal career has been devoted to 8 public utility law. Mr. Garner possesses expertise on a wide range of utility 9 matters. From 2005 to 2010 he served as the Chief Policy Advisor to FPSC 10 Commissioners including the Chairman. This role afforded him the 11 opportunity to learn and understand the regulatory process from the inside 12 out, and to observe the workings of all major utility companies, including 13 FPL. 14 15 Many decisions issued by the FPSC during Mr. Garner’s tenure with 16 the agency play a major role in shaping FPL’s present activities and 17 strategies. Notable actions of the FPSC during this time period include: 18 implementation of storm cost recovery and securitization; rulemaking 19 concerning the hardening of electric utility infrastructure against hurricanes; 20 denial of petitions seeking determination of need for coal fired power plants; 21 approval of petitions seeking determination of need for nuclear power plants 22 and associated transmission lines; adoption and implementation of the 23 nuclear cost recovery rule; hearings on numerous statewide rate cases, 24 including those for FPL, Progress Energy Florida, Inc., and Tampa Electric 25 Company; and many other matters. 26 27 Mr. Garner’s legal practice at NGN focuses on public utility law, 28 acquisitions and divestitures, and representation before regulatory bodies 29 such as the FPSC and the Florida Department of Environmental Protection’s 30 Office of Siting Coordination. He possesses a thorough understanding of 31 operational and legal challenges faced by private sector and government-32 owned utilities. 33 34 About the Firm 35 36 NGN was formed in 1984 and has exclusively represented 37 government clients and not-for-profit organizations within the State of 38 Florida on a wide variety of issues. In addition to its utilities practice, NGN 39 currently represents a broad base of local governments in complex litigation, 40 municipal bond finance and legislative services, all of which have proved to 41 8a (showing markups) Page 4 of 15 be complimentary to each other over the years. 1 2 Absence of Conflict 3 4 Our Firm is not currently engaged, nor have we ever been engaged, in 5 any activity which would prevent us from assisting you and providing the 6 highest quality legal representation in your opposition to FPL’s rate increase. 7 Our Firm represents only government and not-for-profit clients and we 8 possess no prior or continuing engagements that would inhibit us in any way 9 from engaging FPL in any court, agency or other venue. 10 11 Attorneys Who Would Assist in This Matter 12 13 Work on this matter would be performed primarily by Brian 14 Armstrong and Bill Garner, although other NGN attorneys with FPSC 15 experience also are available to assist as necessary. Services provided by 16 NGN attorneys other than Mr. Armstrong or Mr. Garner will be provided 17 only as circumstances require. 18 19 Fees for Services and Scope of Representation 20 21 A. NGN is currently representing the Village of Pinecrest in state 22 site certification proceedings related to FPL’s U.S. 1 transmission line 23 project and the appeal to the Florida Supreme Court of the FPSC’s advanced 24 nuclear cost recovery orders. Our services related to intervention in the FPL 25 rate case (including preparation and filing of pleadings, attendance at 26 hearings, preparation of witnesses, if any, and all other activities typical in 27 administrative proceedings) would be provided at the same hourly rates as 28 billed to the Village in the site certification matter, which is set forth below. 29 This proposal also contemplates legal services related to any appeal to the 30 Florida Supreme Court of the FPSC’s final order establishing rates that is 31 warranted, or the defense of a final order that benefits the City, where 32 counsel providing services hereunder and other clients engaged for this 33 common purpose agree that there is a substantial likelihood of success in 34 such appeal or defense. The hourly rates for the proposed services are: 35 36 $250 per hour for shareholders 37 38 $220 per hour for associates 39 40 B. We would not bill your government or organization for attorney 41 8a (showing markups) Page 5 of 15 time in travel but would be reimbursed in the manner described in paragraph 1 C for actual costs and expenses incurred on behalf of clients engaging our 2 services under this common proposal, including long distance telephone 3 charges, overnight delivery charges, photocopying, travel expenses and other 4 typical costs of rendering our services. 5 6 C. This proposal contemplates a cooperative effort among several 7 parties. Your government or organization’s responsibility for fees for the 8 services contemplated in this proposal, as described in paragraph A above, 9 will not exceed $25,000 without us first obtaining express consent from you. 10 Fees and costs will be billed to all clients engaging our services under this 11 common proposal on a per capita basis. As any additional client engages 12 our services under this common proposal, such client will be billed for fees 13 and costs incurred from the date of such client’s engagement until such 14 client has been billed an amount equal to that already billed to previously 15 engaged clients. From the point each client engaging our services has been 16 billed fees and costs in an equal amount, billing will resume on a per capita 17 basis among all clients engaging our services under this common proposal. 18 The purpose of this billing procedure is to insure that all current and future 19 clients engaged, under this common purpose, share the fees and costs 20 equally. If necessary, we may modify this billing procedure, but only to the 21 extent that such modification is necessary to ensure equal sharing of fees and 22 costs among clients engaging our services for this common purpose. The fee 23 cap is intended to cap the amount of fees described in paragraph A. Costs 24 described in Paragraph B that may be due are in addition to the fees 25 described in Paragraph A, and are not limited by the $25,000 fee cap. 26 Except for the fees and costs associated with preparing and filing the initial 27 petition to intervene, you will not be billed for legal services provided or 28 costs incurred in this engagement until NGN has demonstrated to the City 29 that at least $100,000, including the $25,000 available under the City’s cost 30 cap, is available to pay for the anticipated legal services. The City shall be a 31 third party beneficiary of all contracts with other clients who have retained 32 us pursuant to the common purpose described in this proposal, and such 33 other clients shall also benefit from a similar status with respect to this 34 agreement. We agree to include in contracts with such other clients this 35 third party beneficiary provision. 36 37 D. By your acceptance of these terms, you acknowledge the joint 38 nature of the engagement and the joint nature of the payment for legal 39 services. In consideration for limitation of your government or 40 organization’s responsibility for payment of fees in an amount not to exceed 41 8a (showing markups) Page 6 of 15 $25,000, you agree that NGN and any of its lawyers who provide service 1 pursuant to this engagement may cease work on your behalf on matters 2 contemplated by this common proposal if fees for services rendered reach 3 the cap for all clients engaged under the terms of the proposal unless and 4 until additional clients engage our services under this proposal or you 5 expressly authorize payment for work above the fee cap amount. 6 7 If these terms are acceptable, please indicate your acceptance by 8 signing the letter accompanying this Attachment A and return the signed 9 copy in the postage paid, self-addressed envelope provided. Thank you for 10 your consideration of the firm of Nabors, Giblin & Nickerson, P.A., and 11 please do not hesitate to call Brian Armstrong or Bill Garner at (850) 322-12 4097 if you have any questions or would like to discuss this proposal further. 13 We look forward to the opportunity of working with you. 14 15 16 17 ATTACHMENT “B” 18 19 Introduction 20 21 Thank you for considering the firm of Nabors, Giblin & Nickerson, 22 P.A. (“NGN”) to represent your government or organization in Florida 23 Power & Light Company’s (FPL) current rate proceeding before the Florida 24 Public Service Commission (FPSC). NGN is the preeminent Florida law 25 firm representing local governments in a wide array of matters, including 26 matters concerning public utilities. Our statewide public utility 27 representation has afforded NGN significant experience advocating at the 28 FPSC on behalf of clients with positions adverse to those of FPL and other 29 major investor-owned public utility companies. From this experience we 30 have gained valuable insight into FPL, and have developed means for 31 achieving positive results for our clients. 32 33 We believe that our Firm is well suited to assist your government or 34 organization opposing FPL’s proposed increase in base rates. Our lawyers 35 have vast experience in the regulatory process and specifically in 36 representing large investor-owned utilities (IOUs) and government utilities. 37 Our experience with IOUs is particularly helpful as we are able to share with 38 you our insights into the mindset and strategic decision-making of IOU 39 management. 40 41 8a (showing markups) Page 7 of 15 Qualifications 1 2 NGN possesses a breadth of experience in utility-related matters 3 which few other firms possess. For ten years, Brian Armstrong represented 4 Florida’s largest investor-owned water utility in complex litigation before 5 the FPSC. He remains intimately familiar with the workings of the FPSC. 6 Since joining NGN in 2000, Mr. Armstrong has represented local 7 governments and electric cooperatives in significant matters related to IOUs 8 including rate cases, territory disputes, service agreements and franchise 9 agreements. 10 11 William “Bill” Garner will also be principally involved in this matter. 12 Nearly a decade of Mr. Garner’s 12-year legal career has been devoted to 13 public utility law. Mr. Garner possesses expertise on a wide range of utility 14 matters. From 2005 to 2010 he served as the Chief Policy Advisor to FPSC 15 Commissioners including the Chairman. This role afforded him the 16 opportunity to learn and understand the regulatory process from the inside 17 out, and to observe the workings of all major utility companies, including 18 FPL. 19 20 Many decisions issued by the FPSC during Mr. Garner’s tenure with 21 the agency play a major role in shaping FPL’s present activities and 22 strategies. Notable actions of the FPSC during this time period include: 23 implementation of storm cost recovery and securitization; rulemaking 24 concerning the hardening of electric utility infrastructure against hurricanes; 25 denial of petitions seeking determination of need for coal fired power plants; 26 approval of petitions seeking determination of need for nuclear power plants 27 and associated transmission lines; adoption and implementation of the 28 nuclear cost recovery rule; hearings on numerous statewide rate cases, 29 including those for FPL, Progress Energy Florida, Inc., and Tampa Electric 30 Company; and many other matters. 31 32 Mr. Garner’s legal practice at NGN focuses on public utility law, 33 acquisitions and divestitures, and representation before regulatory bodies 34 such as the FPSC and the Florida Department of Environmental Protection’s 35 Office of Siting Coordination. He possesses a thorough understanding of 36 operational and legal challenges faced by private sector and government-37 owned utilities. 38 39 About the Firm 40 41 8a (showing markups) Page 8 of 15 NGN was formed in 1984 and has exclusively represented 1 government clients and not-for-profit organizations within the State of 2 Florida on a wide variety of issues. In addition to its utilities practice, NGN 3 currently represents a broad base of local governments in complex litigation, 4 municipal bond finance and legislative services, all of which have proved to 5 be complimentary to each other over the years. 6 7 Absence of Conflict 8 9 Our Firm is not currently engaged, nor have we ever been engaged, in 10 any activity which would prevent us from assisting you and providing the 11 highest quality legal representation in your opposition to FPL’s rate increase. 12 Our Firm represents only government and not-for-profit clients and we 13 possess no prior or continuing engagements that would inhibit us in any way 14 from engaging FPL in any court, agency or other venue. 15 16 Attorneys Who Would Assist in This Matter 17 18 Work on this matter would be performed primarily by Brian 19 Armstrong and Bill Garner, although other NGN attorneys with FPSC 20 experience also are available to assist as necessary. Services provided by 21 NGN attorneys other than Mr. Armstrong or Mr. Garner will be provided 22 only as circumstances require. 23 24 Fees for Services and Scope of Representation 25 26 A. NGN is currently representing the Village of Pinecrest in state 27 site certification proceedings related to FPL’s U.S. 1 transmission line 28 project and the appeal to the Florida Supreme Court of the FPSC’s advanced 29 nuclear cost recovery orders. Our services related to intervention in the FPL 30 rate case (including preparation and filing of pleadings, attendance at 31 hearings, preparation of witnesses, if any, and all other activities typical in 32 administrative proceedings) would be provided at the same hourly rates, as 33 billed to the Village in the site certification matter, which is set forth below. 34 This proposal contemplates the provision that we will provide all legal 35 services related to rate proceedings before the FPSC up to and including any 36 services related to reconsideration of a final order of the Commission 37 establishing rates, should any such petition be filed. However, thisThis 38 proposal does alsonot contemplates legal services related to any appeal to 39 the Florida Supreme Court of the FPSC’s final order establishing rates that is 40 warranted, or the defense of a final order that benefits the City. The hourly 41 8a (showing markups) Page 9 of 15 rates for the proposed services are: 1 2 $250 per hour for shareholders 3 4 $220 per hour for associates 5 6 B. We would not bill your government or organization for attorney 7 time in travel but would be reimbursed in the manner described in paragraph 8 C for actual costs and expenses incurred on behalf of clients engaging our 9 services under this common proposal, including long distance telephone 10 charges, overnight delivery charges, photocopying, travel expenses and other 11 typical costs of rendering our services. 12 13 C. This proposal contemplates a cooperative effort among several 14 parties. Your government or organization’s responsibility for fees and costs 15 for the services contemplated in this proposal, as described in paragraph A 16 and B above, will not exceed $25,000 without us first obtaining express 17 consent from you. Fees and costs will be billed to all clients engaging our 18 services under this common proposal on a per capita basis. As any 19 additional client engages our services under this common proposal, such 20 client will be billed for fees and costs incurred from the date of such client’s 21 engagement until such client has been billed an amount equal to that already 22 billed to previously engaged clients. From the point each client engaging our 23 services has been billed fees and costs in an equal amount, billing will 24 resume on a per capita basis among all clients engaging our services under 25 this common proposal. The purpose of this billing procedure is to insure 26 that all current and future clients engaged, under this common purpose, share 27 the fees and costs equally. The fee and cost cap is intended to cap the 28 amount of fees described in paragraph A. Costs describedand the costs 29 described in Paragraph B that may be due are in addition to the fees 30 described in Paragraph A, and are not limited by theto the maximum amount 31 of $25,000 which is fee capthe total amount of fees and costs to which the 32 City shall be liable. Except for the fees and costs associated with preparing 33 and filing the initial petition to intervene, yYou will not be billed for legal 34 services provided or other costs incurred in this engagement until NGN has 35 been retained for the common purpose described in this proposal by a 36 sufficient number of clients who have sufficient resources and who are 37 legally bound to supportmake payments for the legal services necessary to 38 complete all the anticipated legal services and to pay for all the anticipated 39 costs. We agree to perform these services and pay all necessary costs for an 40 amount which shall not exceedin the amount of $100,000. The City shall be 41 8a (showing markups) Page 10 of 15 a third party beneficiary of all contracts with other clients who have retained 1 us pursuant to the common purpose described in this proposal and we agree 2 to include in such contracts this third party beneficiary provision. 3 4 D. By your acceptance of these terms, you acknowledge the joint 5 nature of the engagement and the joint nature of the payment for legal 6 services. In consideration for limitation of your government or 7 organization’s responsibility for payment of fees in an amount not to exceed 8 $25,000, and in consideration for NGN’s agreement to withhold billing until 9 the threshold described in paragraph C is reached, you agree that NGN and 10 any of its lawyers who provide service pursuant to this engagement may 11 cease work on your behalf on matters contemplated by this common 12 proposal if fees for services rendered reach the cap for all clients engaged 13 under the terms of the proposal unless and until additional clients engage our 14 services under this proposal or you expressly authorize payment for work 15 above the fee cap amount. In the event that the number clients engaging 16 NGN to provide the contemplated services is not sufficient to support 17 payment for legal services in an amount in excess of $100,000, NGN agrees 18 to use its best efforts to scale its services to enable participation in the 19 proceedings through issuance of a final order and reconsideration of that 20 order, if any be requested. 21 22 If these terms are acceptable, please indicate your acceptance by 23 signing the letter accompanying this Attachment A and return the signed 24 copy in the postage paid, self-addressed envelope provided. Thank you for 25 your consideration of the firm of Nabors, Giblin & Nickerson, P.A., and 26 please do not hesitate to call Brian Armstrong or Bill Garner at (850) 322-27 4097 if you have any questions or would like to discuss this proposal further. 28 We look forward to the opportunity of working with you. 29 30 ATTACHMENT “A” 31 32 Introduction 33 34 Thank you for considering the firm of Nabors, Giblin & Nickerson, 35 P.A. (“NGN”) to represent your government or organization in Florida 36 Power & Light Company’s (FPL) current rate proceeding before the Florida 37 Public Service Commission (FPSC). NGN is the preeminent Florida law 38 firm representing local governments in a wide array of matters, including 39 matters concerning public utilities. Our statewide public utility 40 representation has afforded NGN significant experience advocating at the 41 8a (showing markups) Page 11 of 15 FPSC on behalf of clients with positions adverse to those of FPL and other 1 major investor-owned public utility companies. From this experience we 2 have gained valuable insight into FPL, and have developed means for 3 achieving positive results for our clients. 4 5 We believe that our Firm is well suited to assist your government or 6 organization opposing FPL’s proposed increase in base rates. Our lawyers 7 have vast experience in the regulatory process and specifically in 8 representing large investor-owned utilities (IOUs) and government utilities. 9 Our experience with IOUs is particularly helpful as we are able to share with 10 you our insights into the mindset and strategic decision-making of IOU 11 management. 12 13 Qualifications 14 15 NGN possesses a breadth of experience in utility-related matters 16 which few other firms possess. For ten years, Brian Armstrong represented 17 Florida’s largest investor-owned water utility in complex litigation before 18 the FPSC. He remains intimately familiar with the workings of the FPSC. 19 Since joining NGN in 2000, Mr. Armstrong has represented local 20 governments and electric cooperatives in significant matters related to IOUs 21 including rate cases, territory disputes, service agreements and franchise 22 agreements. 23 24 William “Bill” Garner will also be principally involved in this matter. 25 Nearly a decade of Mr. Garner’s 12-year legal career has been devoted to 26 public utility law. Mr. Garner possesses expertise on a wide range of utility 27 matters. From 2005 to 2010 he served as the Chief Policy Advisor to FPSC 28 Commissioners including the Chairman. This role afforded him the 29 opportunity to learn and understand the regulatory process from the inside 30 out, and to observe the workings of all major utility companies, including 31 FPL. 32 33 Many decisions issued by the FPSC during Mr. Garner’s tenure with 34 the agency play a major role in shaping FPL’s present activities and 35 strategies. Notable actions of the FPSC during this time period include: 36 implementation of storm cost recovery and securitization; rulemaking 37 concerning the hardening of electric utility infrastructure against hurricanes; 38 denial of petitions seeking determination of need for coal fired power plants; 39 approval of petitions seeking determination of need for nuclear power plants 40 and associated transmission lines; adoption and implementation of the 41 8a (showing markups) Page 12 of 15 nuclear cost recovery rule; hearings on numerous statewide rate cases, 1 including those for FPL, Progress Energy Florida, Inc., and Tampa Electric 2 Company; and many other matters. 3 4 Mr. Garner’s legal practice at NGN focuses on public utility law, 5 acquisitions and divestitures, and representation before regulatory bodies 6 such as the FPSC and the Florida Department of Environmental Protection’s 7 Office of Siting Coordination. He possesses a thorough understanding of 8 operational and legal challenges faced by private sector and government-9 owned utilities. 10 11 About the Firm 12 13 NGN was formed in 1984 and has exclusively represented 14 government clients and not-for-profit organizations within the State of 15 Florida on a wide variety of issues. In addition to its utilities practice, NGN 16 currently represents a broad base of local governments in complex litigation, 17 municipal bond finance and legislative services, all of which have proved to 18 be complimentary to each other over the years. 19 20 Absence of Conflict 21 22 Our Firm is not currently engaged, nor have we ever been engaged, in 23 any activity which would prevent us from assisting you and providing the 24 highest quality legal representation in your opposition to FPL’s rate increase. 25 Our Firm represents only government and not-for-profit clients and we 26 possess no prior or continuing engagements that would inhibit us in any way 27 from engaging FPL in any court, agency or other venue. 28 29 Attorneys Who Would Assist in This Matter 30 31 Work on this matter would be performed primarily by Brian 32 Armstrong and Bill Garner, although other NGN attorneys with FPSC 33 experience also are available to assist as necessary. Services provided by 34 NGN attorneys other than Mr. Armstrong or Mr. Garner will be provided 35 only as circumstances require. 36 37 Fees for Services and Scope of Representation 38 39 A. NGN is currently representing the Village of Pinecrest in state 40 site certification proceedings related to FPL’s U.S. 1 transmission line 41 8a (showing markups) Page 13 of 15 project and the appeal to the Florida Supreme Court of the FPSC’s advanced 1 nuclear cost recovery orders. Our services related to intervention in the FPL 2 rate case (including preparation and filing of pleadings, attendance at 3 hearings, preparation of witnesses, if any, and all other activities typical in 4 administrative proceedings) would be provided at the same hourly rates, as 5 billed to the Village in the site certification matter, which is set forth below. 6 This proposal contemplates that we will provide all legal services related to 7 rate proceedings before the FPSC up to and including any services related to 8 reconsideration of a final order of the Commission establishing rates,. This 9 proposal alsocontemplatesalso contemplates legal services related to any 10 appeal to the Florida Supreme Court of the FPSC’s final order establishing 11 rates that is warranted, or the defense of a final order that benefits the City., 12 where counsel providing services hereunder and other clients engaged for 13 this common purpose agree that there is a substantial likelihood of success in 14 such appeal or defense. The hourly rates for the proposed services are: 15 16 $250 per hour for shareholders 17 18 $220 per hour for associates 19 20 B. We would not bill your government or organization for attorney 21 time in travel but would be reimbursed in the manner described in paragraph 22 C for actual costs and expenses incurred on behalf of clients engaging our 23 services under this common proposal, including long distance telephone 24 charges, overnight delivery charges, photocopying, travel expenses and other 25 typical costs of rendering our services. 26 27 C. This proposal contemplates a cooperative effort among several 28 parties. Your government or organization’s responsibility for fees and costs 29 for the services contemplated in this proposal, as described in paragraph A 30 and B above, will not exceed $25,000 without us first obtaining express 31 consent from you. Fees and costs will be billed to all clients engaging our 32 services under this common proposal on a per capita basis. As any 33 additional client engages our services under this common proposal, such 34 client will be billed for fees and costs incurred from the date of such client’s 35 engagement until such client has been billed an amount equal to that already 36 billed to previously engaged clients. From the point each client engaging our 37 services has been billed fees and costs in an equal amount, billing will 38 resume on a per capita basis among all clients engaging our services under 39 this common proposal. The purpose of this billing procedure is to insure 40 that all current and future clients engaged, under this common purpose, share 41 8a (showing markups) Page 14 of 15 the fees and costs equally. If necessary, we may modify this billing 1 procedure, but only to the extent that such modification is necessary to 2 ensure equal sharing of fees and costs among clients engaging our services 3 for this common purpose. The fee and cost cap is intended to cap the 4 amount of fees described in paragraph A. and the costs Costs described in 5 Paragraph B that may be due are in addition to the maximum amount of fees 6 described in Paragraph A, and are not limited by the $25,000 which isthe 7 total amount offee cap. Except for the fees and costs to which the City shall 8 be liable. Youassociated with preparing and filing the initial petition to 9 intervene, you will not be billed for legal services provided or costs incurred 10 in this engagement until NGN has been retained for the common purpose 11 described in this proposal by a sufficient number of clients who have 12 sufficient resources and who are legally bound to make payments for the 13 legal services necessary to complete all the anticipated legal services and to 14 pay for all the anticipated costs. We agree to perform these services and pay 15 all necessary costs for an amount which shall not 16 exceed$100,000.demonstrated to the City that at least $100,000, including 17 the $25,000 available under the City’s cost cap, is available to pay for the 18 anticipated legal services. The City shall be a third party beneficiary of all 19 contracts with other clients who have retained us pursuant to the common 20 purpose described in this proposal, and wesuch other clients shall also 21 benefit from a similar status with respect to this agreement. We agree to 22 include in such contracts with such other clients this third party beneficiary 23 provision. 24 25 D. By your acceptance of these terms, you acknowledge the joint 26 nature of the engagement and the joint nature of the payment for legal 27 services. 28 29 If these terms are acceptable, please indicate your acceptance by 30 signing the letter accompanying this Attachment A and return the signed 31 copy in the postage paid, self-addressed envelope provided. Thank you for 32 your consideration of the firm of Nabors, Giblin & Nickerson, P.A., and 33 please do not hesitate to call Brian Armstrong or Bill Garner at (850) 322-34 4097 if you have any questions or would like to discuss this proposal further. 35 We look forward to the opportunity of working with you. 36 37 38 39 40 41 8a (showing markups) Page 15 of 15 1 2