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Item R2 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: October 21. 2009 Department/Division: County Attorney Bulk Item: Yes ~ No Staff Contact Person: Natileene Cassel. #3580 AGENDA ITEM WORDING: Approval of extension of Employment Contract with Suzanne Hutton as County Attorney to October 31, 20 11. ITEM BACKGROUND: It is traditional for the option for extension of employment contracts to be considered approximately 6 months in advance of the expiration of the current contract in order to allow time for a search for a replacement should the extension not be approved. Salary is currently $157,500, which only changes in accordance with merit and COLA's awards to other non-union employees. PREVIOUS RELEVANT BOCC ACTION: On March 15,2006, the County contracted with Attorney to be Interim County Attorney. On April 19, 2006, the County approved a contract with the Attorney for a term of 4 years in accordance with Monroe County Code Section 2-356 (now Section 2-177). CONTRACT/AGREEMENT CHANGES: Extends ending date from 4/30/2010 to 10/31/2011. STAFF RECOMMENDATIONS: Approval. TOTAL COST: $201.049 incl. benefits INDIRECT COST: BUDGETED: Yes ~No DIFFERENTIAL OF LOCAL PREFERENCE: COST TO COUNTY: $201.049 mcl. benefits SOURCE OF FUNDS: Ad Valorem REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year 1I~)I - APPROVED BY: County Atty L OMB/Purchasing _ Risk Management_ DOCUMENTATION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 7/09 AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO.1 to EMPLOYMENT AGREEMENT is entered into the _ day of _,2009, by and between the Board of County Commissioners of Monroe County ("Board), Florida, a political subdivision of the State of Florida, and Suzanne A. Hutton, an attorney licensed to practice law in the State of Florida, ("Attornei'). WHEREAS, Board and Attorney entered into a contract on April 19,2006, for the Attorney to serve for a period of four years as the County Attorney; and WHEREAS, said agreement provided for the parties to extend the contract under the same terms, the first extension being for a period of eighteen (I8) months, and each extension thereafter being for a term of twelve (12) months; and WHEREAS, the parties desire to exercise the first extension of contract; now therefore The Parties Agree as follows: 1. The first extension described in paragraph 5.B. of the contract entered into April 19, 2006, shall be exercised. 2. Paragraph 5B of the contract dated April 19,2006, shall be revised to add the following: "The first extensi<;ln of the contract is hereby exercised, the term of the contract is extended for eighteen (I 8) months and will end on October 3 1,2011 at 5:00 P.M." 3. All other provisions of the contract dated April 19, 2006, not inconsistent herewith shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused these presents to be executed in their respective names. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Attest: DANNY L. KOLHAGE, CLERK By: By: Mayor MONROE COUNTY ATTORNEY ~. R~OVED AS JO F~Vl: . . # ~ p. f(eJrd N ,TILEENE W. CASSEL ASSISTANT COUNTY ATTORNEY Date_f;2.i:-/=-O C; EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into the 19th day of April, 2006, by and between the Board of County Commissioners of Momoe County ("Board), Florida, a political subdivision of the State of Florida, whose address is 500 Whitehead Street, Key West, Florida 33040, and Suzanne A. Hutton, an attorney licensed to practice law in the State of Florida, ("Attorney"), whose residential address is 551 Pine Lane, Big Pine Key, Florida 33043. WHEREAS, Attorney is presently filling the position of Interim County Attorney; and WHEREAS, Board desires to hire Attorney as its County Attorney; and WHEREAS, the parties have determined that the terms and conditions of this Agreement are to the equitable benefit of both parties; NOW, THEREFORE, the Board and Attorney hereby agree as follows: 1. Employment. Attorney is hereby employed by Board as County Attorney, which position shall be a full-time position. Work hours performed, annual leave, personal leave, and sick leave hours taken will be documented on a form or forms to be provided by Board. Board agrees that any period of probationary selVice that may be applicable to the position of County Attorney under the provisions of the Momoe County Personnel Policies and Procedures Manual is hereby waived. 2. Sole Client. Attorney agrees that she will not provide legal services, whether for a fee or pro bono, for any other person or entity without the express written approval of the Board. It is the intent of this section that Attorney will have no other private or public clients. 3. Post-Employment Restrictions. Attorney agrees that, for a period of twenty-four (24) calendar months from the effective date of termination of this Agreement, Attorney shall conform to the requirements of Chapter 2, Article XXI, Monroe County Code, governing lobbying and procurement ethics for former officers and employees, and shall not represent clients before the Board or any of its advisory bodies. 4. Disclosure of Financial mterests. Section 112.3145, Florida Statutes, requires financial disclosure by a "local officer," and subsection (1)(a) defmes local officer to include "any person holding one or more of the following positions: ...county or municipal attorney." Attorney agrees to make such disclosures on such forms and at such times as may be required by state law. 5. Term of Agreement; Termination. A. Normal Term. The normal term of this Agreement will be for a period of forty-eight (48) calendar months, commencing at 9:00 A.M. on the 1st day of May, 2006, and ending at 5:00 P.M. on the 30th day of April, 2010. B. Extension of Term. The parties shall have the following options for extension of term of agreement, to be mutually exercised by written addendum to this agreement. The first renewal option shall be for a term of eighteen months, and any further renewals shall each be for a term of twelve months. C. Termination of Agreement. Hutton/Co.AllY. 1. By Board for Cause. This Agreement may be terminated by Board for cause by a majority vote of the Board of County Commissioners at a duly noticed public meeting. At least fifteen (15) days prior to the date on which the agenda for the Board of County Commissioners is prepared that contains the item of termination to be acted upon, Board will provide to Attorney a detailed written statement of the reason or reasons for which termination is being sought. The statement will include, but not be limited to, the act or acts, omission or omissions, or default or defaults which form the basis for which termination is sought, along with the relevant date or dates, time or times, and location or locations. As used in this paragraph, "for cause" means (a) dishonesty with respect to the business and operation of the Board; (b) confirmed violation of the Board's drug policy; (c) refusal to cooperate in an investigation regarding any aspect of the business or operation of the Board, which investigation is conducted by or at the express direction of the Board; (d) conviction of a crime which is classified as a felony or a crime involving moral turpitude; and (e) gross neglect or willful or intentional misconduct. 2. By Attorney for Breach. This Agreement may be terminated by Attorney upon a breach of this Agreement by Board, provided the Board has not cured the breach within thirty (30) days following receipt of the notice of the breach. If the breach has not been cured, termination will be effective on the thirty-first day following receipt of written notice from Attorney by the Board. Notice shall be deemed to be received by the Board if sent to the Mayor. 3. By Normal Expiration. This Agreement is terminated upon its normal expiration date as stated in Section 5.A. Upon normal expiration without a renewal, Attorney will be entitled only to payment for salary through the effective date of resignation, plus the full amount attributable to accrued annual leave and one~half the amount attributable to accrued sick leave, as is provided to all County employees of the length of service Attorney has with the County. 4. By Board Without Cause. Board may terminate this Agreement without cause, effective thirty (30) days after giving written notice to Attorney by hand delivery or US mail, sent certified, return receipt requested, deemed effective notice upon receipt or attempted delivery. Such termination will be by majority vote of the Board at a duly noticed public meeting. Upon the vote of termination, Board and Attorney may agree that Attorney remain within the Office of the County Attorney, accepting an Assistant County Attorney position, retaining Senior Management status, and to be paid at an annual salary which shall be computed by adjusting the Attorney's annual salary as of March 15, 2006, for all merit and cost-of-living raises which Attorney would have received during the time of this contract had Attorney remained in her position as an Assistant County Attorney, and to transfer all accrued sick and annuatleave to said position. In the event that the parties do not agree to Attorney remaining in the Office of the County Attorney, within thirty (30) days after the effective date of termination, County shall pay to Attorney a sum equal to one- half of the per annum salary which Attorney is receiving as of the date of the vote of termination plus payment for all unused annual Leave and all unused sick leave. Upon payment in full or reappointment to an Assistant County Attorney position, Attorney shall execute a general release in favor of all officers, members, and employees of Board relating to any cause or causes of action Attorney has, had, or may have related to the Agreement and the termination thereof. The general release shall encompass all applicable federal, state, and Local laws and ordinances relating to claims of illegal discrimination, intentional and unintentional torts, whistle blower rights, and all other types of claims whether known or unknown through the date of cancellation. To the extent that it is prohibited by applicable federal, state or local law, this provision shall be deemed void and of no effect. HUltOn/Co.Atty. 2 D. Resignation. In the event that Attorney resigns from the position of County Attorney prior to the normal expiration date of this Agreement, she shall be entitled only to payment for salary through the effective date of resignation, plus the full amount attributable to accrued annual leave and one- half the amount attributable to accrued. sick leave, as provided to all County employees of the length of service Attorney has with the County. At least thirty days prior to the effective date of resignation, written notice of resignation shall be delivered to the Mayor by hand delivery or US mail, sent certified, return receipt requested, deemed effective notice upon receipt or attempted del ivery. 6. Compensation. A. Amount. The Board will pay to Attorney, as and for a base salary, the sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) per annum for the first year of employment. The base salary shall be increased thereafter according to the County policy of cost- of-living and merit increases provided to other County employees. B. Payment. Base salary payments will be paid in equal biweekly installments (26 pay periods per annum), or as otherwise may be mutually agreed to in writing. C. Professional Certification. Attorney is certified by the Florida Bar as a specialist in City, County, and Local Government law. Pursuant to Sec. 2-360(c), Monroe County Code, Attorney shall be paid $250.00 monthly in addition to the base salary. D. Attorney shall be entitled to health, accidental death & dismemberment and life insurance coverage under County group policies, and shall retain the right to the health insurance coverage available to retirees who were hired prior to October 1, 2001, pursuant to Resolution No. 119-2001, as modified by Resolutions No. 154-2003 and 354-2003. Nothing in this agreement shall set aside Attorney's rights under the "Rule of 70." 7. Transportation Allowance. Attorney agrees that she will be responsible for providing her own motor vehicle for transportation within the limits of Monroe County that may be necessary, required, or appropriate in fulfilling her responsibilities and duties under this Agreement. In lieu of the preparation, maintenance, submission, review, approval, and auditing of detail travel expense reimbursements, and as partial consideration for Attorney's entering into this Agreement, Board agrees to pay to Attorney the sum of FIVE HUNDRED FIFTY DOLLARS ($550.00) per month as and for a transportation allowance. For travel out of Monroe County by motor vehicle; Attorney will be reimbursed by Board on a per trip basis at the rate allowed for under Chapter 112, Florida Statutes, with mileage calculated as if departure conunenced at the Monroe County-Dade County line and return ended at the Monroe County-Dade County line. At its sole discretion, and upon request by Attorney, Board may authorize the reimbursement of Attorney's actual expenditures where documented evidence is provided detailing the actual expenses incurred. 8. Travel Reimbursement. Board agrees to pay to or reimburse Attorney for the costs of meals. other expenses and lodging incurred by Attorney that may be necessary, required, or appropriate in fulfilling Attorneys duties and responsibilities under this Agreement. Meals, other expenses and lodging will be paid for or reimbursed at the rates specified in Section 112.061, Florida Statutes. At its sole discretion, and upon request by Attorney, Board may authorize the reimbursement of Attorney's actual expenditures where documented evidence is provided detailing the actual expenses incurred. Hutton/Co.Atty. 3 9. Florida Retirement System. Board agrees that the position of County Attorney will be a position classified as, and eligible for the benefits provided under, the Senior Management Service Class, in accordance with Section 112.055, Florida Statutes. Board will contribute such amounts at such times as is required by Section 112.055, Florida Statutes, and any other applicable law or statute. 10. Duties and Responsibilities. A. General. Attorney will have those responsibilities and perform those duties which are listed in the attached Position Description (Attachment A), incorporated herein by reference. If a duty or responsibility contained in the Position Description is in conflict with a duty or responsibility contained in this Agreement, the duty or responsibility specified in this Agreement will prevail. B. Exemptions. Nothing in this Agreement or in the Board's policies, rules, and procedures will limit Attorney's right to make passive [maneial investments; to participate in charitable service or work with charitable organizations and other community activities, including trade and professional organizations; or to undertake other activities which do not interfere with the performance of Attorney's duties under this Agreement, it being mutually agreed that Attorney's participation in such activities is of benefit to the Board. C. Availability. Attorney will be reasonably available to Board members and key Board staff twenty-four (24) hours per day. Such availability will be by telephone or electronic messaging, or in person. Board shall maintain for Attorney cellular telephone service. D. Ethical Considerations. Board and Attorney agree that, in general, it is the Board as a whole that is the client entity of the Attorney. However, as recognized by the Rules of Professional Conduct of The Florida Bar, the attorney-client relationship for organizational and governmental agencies is not the same as the attorney-client relationship for private individuals, and Attorney's professional relationship with the Board will be consistent with the requirements of Rule 4-1.13 of the Rules of Professional Conduct. E. Legal Opinions. Board and Attorney agree that from time to time Attorney will be requested to render a legal opinion on matters of significance to the Board, the County Administrator, or the County Clerk. Board and Attorney agree that, consistent with the ethical obligations of the Attorney to the Board, (1) all requests for an opinion will be in writing~ (2) all requests will be communicated to Attorney directly by or through a County Commissioner, the County Administrator, or the County Clerk; and (3) all opinions rendered will be in writing, addressed to the Board of County Commissioners, and will be over the signature of the Attorney. It is expressLy agreed the Attorney will not entertain requests for, nor will render a written opinion to, individuals or entities who are members of the general public or special interest groups, or who are representatives of governmental agencies unless specifically directed to do so by a majority vote of the Board in a duly noticed public meeting. 11. Professional Memberships. Attorney will maintain her membership in good standing with The Florida Bar and the City, County & Govenunent Law Section of The Florida Bar; and may become a member of, and maintain membership status in divisions or sections of The Florida Bar which are pertinent to the issues addressed by the County Attorney's office. Additionally, Attorney may become a member of the American Bar Association and a member of the pertinent sections or divisions. All dues and costs for obtaining and maintaining the memberships delineated above will be paid for by Board. Hutton/Co.Atty. 4 12. Local Liaisons. Attorney will maintain liaisons with the legal representatives of local governmental and public agencies located within the geographical limits of Monroe County, to include but not be limited to Islamorada, Village of Islands; City of Layton; City of Key Colony Beach; City of Marathon; City of Key West; Florida Keys Mosquito Control District; Rorida Keys Aqueduct Authority; Monroe County Housing Authority; and the School Board of Monroe County. 13. Office Space, Staff and Supporting Services. A. Office Space. Board will provide office space for Attorney. B. Staff. Board will provide sufficient qualified staff to the office of County Attorney to assist Attorney in efficiently, productively, and professionally meeting the mission, goals, and objectives of the County Attorney's office and the duties of the Attorney. Staff will include, but not be limited to, attorneys licensed to practice law in the State of Florida, paralegals and/or legal assistants, and administrative support. C. Supporting Services. Board will provide suitable utilities, telephone service, computer hardware and software, electronic research and e-mail services, world wide web and internet access, books and subscriptions, periodicals, office supplies, photocopy equipment, county web-page presence and server access and storage space, postage, office equipment and furniture, and other similar materials, equipment and services as may be necessary for the proper, productive, and efficient operation of the office of County Attorney. 14. Annual Leave and Sick Leave; Transfer. Beginning with the first month of employment under this Agreement, Attorney will earn and be credited with sick leave hours and annual leave hours at a rate per month equal to the highest rate earned by any other employee or officer of Board. Attorney shall retain all annual and sick leave accumulated as an assistant county attorney and as interim county attorney. Attorney may accumulate unused annual leave without limit and no mmsed annual leave shall be forfeited due to nonuse, any provisions of the Monroe County Personnel Policies and Procedures Manual to the contrary notwithstanding. 15. On Call. Due to the nature of Attorney's duties and the requirements of the position of County Attorney, interference with Attorney's private life is to be expected and it is recognized that Attorney may from to time absent herself during normal business hours for personal reasons; however, Attorney shall remain reasonably available to Board members and key Board staff by telephone or other electronic means. 16. Participation in Educational and Board-Related Events. Board agrees to budget for and to pay the costs incurred by Attorney in attending seminars, continuing legal education courses, Board- related events and out-of-county meetings as may be necessary or appropriate to Attorney's duties and responsibilities tUlder this Agreement. 17. Indemnification and Cooperation. A. Indemnification. The Board will defend, hold harmless, and indemnify Attorney against any tort, professional liability, or other legal demand, claim, or action which is related directly or indirectly to Attorney's actions in her capacity as County Attorney. Hutton/Co.Atty. 5 B. Cooperation. In the event of actual or threatened litigation and/or administrative proceedings involving the Board which arise out of an action or actions which occurred or are alleged to have occurred while Attorney was acting in her capacity as County Attorney, Attorney will cooperate with the Board and its counsel in defending and resolving the litigation or proceeding. In such regard, Board agrees to pay Attorney's reasonable travel and subsistence expenses incurred in cooperating with the Board and its counsel, including preparation for and actual discovery, settlement, and trial and hearing or other resolution of such matters. 1. Attorney agrees that, unless required by law, she will not cooperate with or assist any party, person, or entity who has, had, or may have, or asserts that he, she, or it has or may have any claim of any nature against the Board, its agents, officers, or employees, unless the Board or its authorized agent expressly consents in writing to waive this provision of this Agreement. 2. Attorney shall not disclose to any person, party, or entity any confidential, proprietary, time-sensitive, or non-public information relating to the Board or its operations unless required by law to do so. 18. Governing Law; Attorney's Fees and Costs; Venue. This' agreement is made in the State of Florida and shall be governed by Florida law. Venue for any action arising out of this agreement shall be in Monroe County. 19. Form and Amendment of Agreement. This is the entire agreement between the parties and may not be modified or amended except by a written document signed by the party against whom enforcement is sought. This agreement may be signed in more than one counterpart, in which case each counterpart will constitute an original of this agreement. Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this agreement. Wherever used herein, the singular will include the plural, the plural will include the singular, and pronouns will be read as masculine, feminine or neuter as the context requires. The prevailing party in any litigation, arbitration or mediation relating to this agreement shall be entitled to recover its reasonable attorneys' fees from the other party for all matters, including, but not limited to, appeals. .WiffiREFORE, the parties hereto have signed and sealed this agreement on the date first above Written. . i. t~ .. ':, \~ :<, , (SEAL) Attest: DANNY L. B OUNTY COMISSIONERS OF NTY, FLORI~ 0 g z :t> C"'> :::0 ,...... ::z: :tIo 0'"';;::: " A ::0 0' r N a~:_ C::o .... ::e . c} ..... -I"r-' "" ~;-i;C :E; ? - C) .. fTl -rr F f"l1 o " <::) :xJ By: Mayor/Chairm n :::t1 III C'Jo Q :::0 o MONROE COUNTY ATTORNEY APPROVED AS TO FORM: Hutton/Co.Atty. 6 INTERIM EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into the 15th day of March, 2006, by and between the Board of County Commissioners of Monroe County ("Board"), Florida, a political subdivision of the State of Florida, whose address is 500 Whitehead Street, Key West, Florida 33040, and Suzanne A Hutton, an attorney licensed to practice law in the State of Florida, (tlAttorney"), whose residential address is 551 Pine Lane, Big Pine Key, Florida 33043. WHEREAS, the position of County Attorney has become vacant by action of the Board on February 15, 2006; and WHEREAS, Section 2-356(e), Monroe County Code, provides for the appointment of an interim County Attorney upon vacation of the position; and WHEREAS_ the Board has determined that it is in the best interests of Monroe County to appoint Attorney as Interim County Attorney through January 14,2007; and WHEREAS, the parties have determined that the terms and conditions of this Agreement are to the equitable benefit of both parties; NOW THEREFORE, the Board and Attorney hereby agree as follows: 1. Employment. Attorney is hereby employed by Board as Interim County Attorney, which position shall be a full-time position. Work hours performed, annual leave, personal leave, and sick leave hours taken will be documented on a form or forms to be provided by Board. Board agrees that any period pf probationary service that may be applicable to the position of Interim County Attorney under the provisions ofthe county's Personnel Policies and Procedures Manual is hereby waived. 2. Sole Client. Attorney agrees that she will not provide legal services, whether for a fee or pro bono, for any other person Of entity without the express written approval of the Board. It is the intent of this section that Attorney wi)) have no other private or public clients. 3. Post-Employment Restrictions. Attorney agrees that, for a period of twenty-four (24) calendar months from the effective date of termination or cancellation of this Agreement, Attorney shall conform to the requirements of Chapter 2, Article XXI, Monroe County Code, governing lobbying and procurement ethics for former officers and employees. 4. Disclosure of Financial Interests. Section 112.3145, Florida Statutes, requires financial disclosure by a "local officer," and subsection (I)(a) defines local officer to include "any person holding one or more of the following positions: ...county or municipal attorney." Attorney agrees to make such disclosures on such forms and at such times as may be required by state law. 5. Term of Agreement; Tennination; Cancellation. A. Normal Term. The nonnal term of this Agreement will be for a period of eleven (11) calendar months, commencing at 8:30 AM on the 16th day of February, 2006, and ending at 5:00 P.M. on the 14th day ofJanuary, 2007. 1 B. Termination of Agreement. 1. By Board for Cause. This Agreement may be terminated by Board only for cause, and only by majority vote of the Board of County Commissioners at a public meeting duly noticed and held. At least fifteen (15) days prior to the date on which the agenda for the Board of County Commissioners is prepared that contains the item of termination to be acted upon, Board will provide to Attorney a detailed written statement of the reason or reasons for which termination is being sought. The statement will include, but not be limited to, the act or acts, omission or omissions, or default or defaults which form the basis for which termination is sought, along with the relevant date or dates, time or times, and location or locations. 2. By Attorney for Breach. This Agreement may be terminated by Attorney upon a breach of this Agreement by Board, provided the Board has not cured the breach within thirty (30) days following receipt of the notice of the breach. If the breach has not been cured, termination will be effective on the thirty-first day following receipt of written notice from Attorney by the Board. 3. By N omaal Expiration. This Agreement is terminated upon its normal expiration date as stated in Section 5.A 4. Definition. As used in paragraph B. 1 above, "for cause" shall mean (a) dishonesty with respect to the business and operation of the Board; (b) confirmed violation of the Board's drug policy; (c) refusal to cooperate in an investigation regarding any aspect of the business or operation of the Board, which investigation is conducted by or at the express direction of the Board; (d) conviction ofa crime which is classified as a felony or a crime involving moral turpitude; or (e) gross neglect or willful or intentional misconduct. C. Cancellation. Board may cancel this Agreement without cause, effective thirty (30) days after giving written notice to Attorney. Such cancellation will be by majority vote of the Board at a duly noticed public meeting. D. Resumption of Position. Upon a vote of the Board to cancel this Agreement or in the event Attorney is not appointed as County Attorney, or if appointed does not accept said appointment to fill the position of County Attorney, Attorney shan have the option to remain within the Office of the County Attorney, resuming the Assistant County Attorney position designated Senior Legal Advisor, to be paid at an annual salary which shall be computed by adjusting the Attorney's annual salary as of the day immediately preceding the effective date of this agreement for all merit and cost-of-living raises which Attorney would have received during the time of this contract had Attorney remained in her position as an Assistant County Attorney. This provision shall survive the normal expiration date or earlier termination of this agreement. 6. Base Salary. A. Amount. The Board will pay to Attorney, as and for a base salary, the sum of ONE HUNDRED TWENTY-EIGHT THOUSAND EIGHf HUNDRED THIRTY-EIGHT DOLLARS ($128,838.00) per annum for the term of this agreement. For purposes of this Agreement, "per annum" will be defined as the fiscal year which commences on October 1 st and ends on September 31 s1. 2 B. Payment. Base salary payments will be paid in equal biweekly installments (26 pay periods per annum). 7. City, County, and Local Government Law Certification. Attorney is certified by the Florida Bar as a specialist in City, County, and Local Government Law. Pursuant to Sec. 2-360(c), Monroe County Code, Attorney shall be paid $250.00 per month. 8. Transportation Allowance. Attorney agrees that she will be responsible for providing her own motor vehicle for transportation within the limits of Monroe County that may be necessary, required, or appropriate in fulfilling her responsibilities and duties under this Agreement. In lieu of the preparation, maintenance, submission, review, approval, and auditing of detail travel expense reimbursements, and as partial consideration for Attorney's entering into this Agreement, Board agrees to pay to Attorney the sum of FIVE HUNDRED AND FIFTY DOLLARS ($550.00) per month as and for a transportation allowance. For travel out of Monroe County by motor vehicle, Attorney will be reimbursed by Board on a per trip basis at the rate allowed for under Chapter 112, Florida Statutes, with mileage calculated as if departure commenced at the Monroe County-Dade County line and return ended at the Monroe County-Dade County line. At its sole discretion, and upon request by Attorney, Board may authorize the reimbursement of Attorney's actual expenditures where documented evidence is provided detailing the actual expenses incurred. 9. Travel Reimbursement. Board agrees to pay to or reimburse Attorney for the costs of meals, other expenses and lodging incurred by Attorney that may be necessary, required, or appropriate in fulfilling Attorneys duties and responsibilities under this Agreement. Meals, other expenses and lodging will be paid fo~ or reimbursed at the rates specified in Section 112.061, Florida Statutes. At its sole discretion, and upon request by Attorney, Board may authorize the reimbursement of Attorney's actual expenditures where documented evidence is provided detailing the actual expenses incurred. 10. Florida Retirement System. Board agrees that the position of Interim County Attorney will be a position classified as, and eligible for the benefits provided under, the Senior Management Service Class, in accordance with Section 112.055, Florida Statutes. Board will contribute such amounts at such times as is required by Section 112.055, Florida Statutes, and any other applicable law or statute. 11. Duties and Responsibilities. A. General Attorney will have those responsibilities and perform those duties which are listed in the attached Position Description (Attachment A) and which are contained in this Agreement. If a duty or responsibility contained in the Position Description is in conflict with a duty or responsibility contained in this Agreement, the duty or responsibility in this Agreement will prevail. B. Exemptions. Nothing in this Agreement or in the Board's policies, rules, and procedures shaH limit Attorney's right to make passive financial investments; to participate in charitable service or work with charitable organizations and other community activities, including trade and professional organizations; or to undertake other activities which do not interfere with the performance of Attorney's duties under this Agreement, it being mutually agreed that Attorney's participation in such activities is of benefit to the Board. 3 C. Availability. Attorney will be reasonably available to Board members and key Board staff twenty-four (24) hours per day. Such availability will be by telephone or electronic messaging, or in person. Board shall maintain and pay for Attorney cellular telephone service. D. Ethical Considerations. Board and Attorney agree that, in general, it is the Board as a whole that is the client entity of the Attorney. However, as recognized by the Rules of Professional Conduct of The Florida Bar, the attorney-client relationship for organizational and governmental agencies is not the saIDe as the attorney-client relationship for private individuals, and Attorney's professional relationship with the Board will be consistent with the requirements of Rule 4-1.13 of the Rules of Professional Conduct. E. Legal Opinions. Board and Attorney agree that from time to time Attorney will be requested to render a legal opinion on matters of significance to the Board, the County Administrator, or the County Clerk. Board and Attorney agree that, consistent with the ethical obligations of the Attorney to the Board, (1) all requests for an opinion will be in writing; (2) all requests will be communicated to Attorney directly by or through a County Commissioner, the County Administrator, or the County Clerk; and (3) an opinions rendered will be in writing, addressed to the Board of County Commissioners, and will be over the signature of the Attorney. It is expressly agreed that the Attorney will not entertain requests for, nor will render a written opinion to, individuals or entities who are members of the general public or special interest groups, or who are representatives of governmental agencies unless specifically directed to do so by a majority vote of the Board in a duly noticed public meeting. 12. Professional Memberships. Attorney will maintain her membership in good standing with The Florida Bar and the City, County & Government Law Section of The Florida Bar, and may become a member of, and maintain membership status in divisions or sections of The Florida Bar which are pertinent to the issues addressed by the County Attorney's office. Additionally, Attorney may become a member of the American Bar Association and a member of the pertinent sections or divisions. AU dues, occupational Hcenses, fees, and costs for obtaining and maintaining the memberships delineated above will be paid for by Board. 13. Local Liaisons. Attorney will maintain liaisons with the legal representatives of local governmental and public agencies located within the geographical limits of Monroe County, to include but not be limited to Islamorada, Village of Islands; City of Layton; City of Key Colony Beach; City of Marathon; City of Key West; Florida Keys Mosquito Control District; Florida Keys Aqueduct Authority; Monroe County Housing Authority; and the School Board of Monroe County. 14. Office Space, StatT and Supporting Services. A. Office Space. Board will provide office space for Attorney. B. Staff. Board will provide sufficient qualified staff to the office of County Attorney to assist Attorney in efficiently, productively, and professionally meeting the missio~ goals, and objectives of the County Attorney's office and the duties of the Attorney. Staff will include, but not be limited to, attorneys licensed to practice taw in the State of Florida, paralegals and/or legal assistants, and administrative support. 4 C. Supporting Services. Board will provide suitable utilities, telephone service, computer hardware and software, electronic research and e-mail services, world wide web and internet access, books and subscriptions, periodicals, office supplies, photocopy equipment, county web-page presence and server access and storage space, postage, office equipment and furniture, and other similar materials, equipment and services as may be necessary for the proper, productive, and efficient operation of the office of County Attorney. 15. Annual Leave and Sick Leave. Attorney shall retain all personal and sick leave benefits accrued through February 17, 2006, under the prior employment of Attorney as an assistant county attorney. Beginning as of February 20, 2006, Attorney will earn and be credited with sick leave hours and annual leave hours at a rate per month equal to the highest rate earned by any other employee or officer of Board. Attorney may accumulate unused annual leave without limit and no unused annual leave may be forfeited due to nonuse, any provisions of the Personnel Policies and Procedures Manual to the contrary notwithstanding. This provision shall survive the expiration or earlier tennination of this Agreement. 16. Personal Leave. Due to the nature of Attorney's duties and the requirements of the position of County Attorney. interference with Attorney's private life is to be expected and it is recognized that Attorney may from to time absent herself during normal business hours for personal reasons; however, Attorney shall remain reasonably available to Board members and key Board staff by telephone or other electronic means. Such personal time will not be considered or debited against vacation time. 17. Participation in Educational and Board-Related Events. Board agrees to budget for and to pay the costs incurred. by Attorney in attending seminars, continuing legal education courses, Board-related events and out-of-county meetings as may be necessary or appropriate to Attorney's duties and responsibilities under this Agreement. 18. Indemnification and Cooperation. A. Indemnification. The Board will defend, hold harmless, and indemnify Attorney against any tort, professional liability, or other legal demand, claim, or action which is related directly or indirectly to Attorney's actions in her capacity as County Attorney. B. Cooperation. In the event of actual or threatened litigation and/or administrative proceedings involving the Board which arises out of an action or actions which occurred or are alleged to have occurred while Attorney was acting in her capacity as County Attorney, Attorney will cooperate with the Board and its counsel in defending and resolving the litigation or proceeding. In such regard, Board agrees to pay Attorney's reasonable travel and subsistence expenses incurred in cooperating with the Board and its counsel, including preparation for and actual discovery, settlement, and trial and hearing of such matters. 1. Attorney agrees that, unless required by law, she will not cooperate with or assist any party, person, or entity who has, had, or may have, or asserts that he, she, or it has or may have any claim of any nature against the Board, its agents. officers, or employees, unless the Board or its authorized agent expressly consents in writing to waive this provision of this Agreement. 5 2. Attorney shall not disclose to any person, party, or entity any confidential, proprietary, time-sensitive, or non-public information relating to the Board or its operations unless required by law to do so. 3. The restrictions and prohibitions set forth in paragraphs I8.B.t and 18.8.2 will not be applicable in instances where one or more governmental entities with jurisdiction over a claim or a violation of law, are involved. 19. Governing Law; Attorney's Fees and Costs; Venue. This agreement is made in the State of Florida and shall be governed by Florida law. This is the entire agreement between the parties and may not be modified or amended except by a written document signed by the party against whom enforcement is sought. This agreement may be signed in more than one counterpart., in which case each counterpart will constitute an original of this agreement. Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this agreement. Wherever used herein, the singular shall include the plural, the plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. The prevailing party in any litigation, arbitration or mediation relating to this agreement shall be entitled to recover its reasonable attorneys' fees from the other party for all matters, including, but not limited to, appeals. Monroe County, Florida, shall be the proper venue for any litigation involving this agreement. This Agreement is not subject to arbitration. -~$~ ~ A. HUITON,ESQ. ::J:!~~~\~~~~, . ", ; '~~s.t:' nA.NNY L. KOLHAGE~ CLERK l;c ~~..~_. ',':' -; - I" -. BG~~ ./.' Deputy Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COU~ FLORIDA By: ~ Mayor Charles Sonny" McCoy N M c:: ~ %: ..a c::> c::> c-.I ~ ~ .J ~. LJ.... x~>= _I 1- ::") r:. z ::.:::::=::J .uo --.J . c...) >- ::.c LLl __....Jo ;i:uo:: c:( 5 o ~ MONROE COUNTY ATTORNEY APPROVED AS TO FORM' ~~~ SUSAN M. IMSLEY .: ASSIST.AI\'T C.OU~';TYA.TTORNEY 0. 0:: o (.;) 1.!..1 0.;: a::: o I.L. o W -' b- - - 2: Q... ,..... 6