Item P04
/
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date Ock/Je.v /8; .:Ja::J6
Bulk Item: Yes No'
Division: COUNTY ATTORNEY
Staff Contact Person: Natileene W. Cassel
AGENDA ITEM WORDING:
FIRST AMENDMENT to extend the existing Legal Services Agreement with Timothy Volpe,
Esq. of the fIrm of Volpe, Bajalia, Wickes, Rogerson, & Galloway, P.A. This Amendment does
away with the limitation of fees to $50,000, converts the fee to an hourly basis and adds additional
timekeepers in order to provide legal services on issues relating to wind storm insurance coverage,
actuarial computation, and pricing and other matters wind storm insurance matters vital to the
citizens of Monroe County.
ITEM BACKGROUND:
Mr. Volpe was hired by the County to provide legal services on issues relating to wind storm
insurance coverage, actuarial computation; pricing and other matters wind storm insurance
matters vital to the citizens of Monroe County. He successfully represented the County in the
Public Hearing of the Office of Insurance Regulation (OIR) in August, resulting in an order for
Citizen's Property Insurance Company to reduce the windstorm rates charged in Monroe County.
His fees have exceeded the $50,000.00 limit placed by the BOCC. The County continues to
require representation in this long term battle to set Monroe County Insurance rates at a
reasonable and actuariaUy sound base.
PREVIOUS RELEVANT BOCC ACTION:
On May 16th 2006, the County entered into an Agreement with Mr. Volpe regarding the issue of
rising wind storm insurance coverage in Monroe County.
CONTRACT/AGREEMENT CHANGES:
Amend to pay on hourly basis without the $50,000.00 limitation and to add additional
timekeepers
STAFF RECOMMENDATIONS:
Approval
TOTAL COST:
COST TO COUNTY:
BUDGETED: YES-X....... NO
SOURCE OF FUNDS:
REVENUE PRODUCING: YES NOX AMOUNT PER MONTH_ Year_
APPROVED BY:
County Atty~ 0
DIVISION DIRECTOR APPROVAL:
DOCUMENTATION: Included X
DISPOSITION: AGENDA Item#
FIRST AMENDMENT
TO MONROE COUNTY, FLORIDA
ST ANDARD LEGAL SERVICES AGREEMENT
WITH TIMOTHY WAYNE VOLPE, ESQ.
THIS FIRST AMENDMENT is entered into on the _ day of September 2006, to the
Standard Legal Services Agreement With Timothy Wayne Volpe, Esq., by and between
Monroe County (County), a political subdivision ofthe State of Florida, whose address is Gato
Building, 1100 Simonton Street, Key West, FL 33040, and Timothy Wayne Volpe (Attorney) of
the firm of Volpe, Bajalia, Wickes, Rogerson & Galloway, P.A., whose address is 1301
Riverplace Boulevard, Suite 1700, Jacksonville, Florida 32207.
WHEREAS, the County and Attorney entered into the STANDARD LEGAL
SERVICES AGREEMENT WITH TIMOTHY WAYNE VOLPE, ESQ., on May 16, 2006;
and
WHEREAS, insurance rates imposed upon Monroe County by Citizen's Property
Insurance Corporation and Florida Peninsula Insurance Company have had and will continue to
have a large impact on the County, its residents, businesses, and government, and
WHEREAS, the ATTORNEY was hired to presented Monroe County's position
regarding the wind storm rates and was successful in obtaining a ruling in the County's favor with
regard to Citizen's Property Insurance Corporation, Inc., and
WHEREAS, the ruling has been challenged by Citizen's Property Insurance
Corporation, Inc., and
WHEREAS, the Agreement with Attorney limited the fees to be paid to ATTORNEY to
Fifty Thousand Dollars ($50,000) unless approved by the Board of County Commissioners; and
WHEREAS, the total contract amount is not sufficient to cover necessary legal
representation in opposition to the rise in insurance rates in Monroe County; and
WHEREAS, County wishes to continue with the services of Attorney; and
WHEREAS, in order to represent County, Attorney requires the assistance of additional
time keepers;
Now Therefore, in consideration of the mutual promises and considerations contained herein, the
parties agree to amend as follows:
1. EXHIBIT A at paragraph 3.2 shall be amended as follows:
3.2 Limitations of Scope of Representation: Attorney shall consult directly with
the office of the County Attorney and the Board of County Commissioners on issues
relating to wind storm insurance coverage, actuarial computation, pricing and other
matters wind storm insurance matters vital to the citizens of Monroe County.
A TTORNEY will be paid for his or her services based on the number of hours
expended on behalf of COUNTY (rounded to the nearest tenth hour for each time entry),
at $300.00 dollars per hour, not to include time billable to or compensated by other
clients, multiplied by the ATTORNEY'S hourly rate, and additional timekeepers will be
charged in the same manner.
A TTORNEY will bill COUNTY only for time reasonably and necessarily incurred to
render professional services on COUNTY'S behalf in accordance with this Agreement.
Time attributable to billing questions is not billable. Time expended by time-keepers who
have not been approved by COUNTY is also not billable.
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A TTORNEY will charge no more than the hourly rate quoted above throughout the
duration of the matter, unless otherwise agreed in writing and approved by COUNTY in
the same manner as Agreement.
In the event that litigation or administrative procedures occur, the Attorney will serve
either as lead Counsel with the County Attorney's office as co-counselor
Attorney shall handle the issues independent of the County Attorney's office; the County
Attorney shall decide which option will be used if such litigation or administrative
proceedings arise. ATTORNEY will keep the County Attorney or her designee advised
of the status of the matter.
2. EXHIBIT A at paragraph 4.4 shall be amended as follows:
4.4 Approved Additional Time Keepers:
Name: Hourly Rate:
Matthew McLauchlin, Attorney $195.00
Beth G. Kennison. Paralegal $105.00
Ian R. McKillop, Law Clerk $140.00
3. This Amendment shall be retroactive to the 16th day of May, 2006.
4. The remaining terms of the STANDARD LEGAL SERVICES AGREEMENT WITH
TIMOTHY WAYNE VOLPE, ESQ., not inconsistent herewith, shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have been executed this Agreement as of the date
first written above.
Board of County Commissioners
Of Monroe County
Attest
Danny L. Kohlage, Clerk
By:
Charles "Sonny" McCoy, Mayor
Date:
By:
Deputy Clerk
Date:
Witness to ATTORNEY:
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. K;cYtU1e fn/e-r
Print Name to
Address: /20r f\IU ~leu:e !2>lvJ. ~ (.,00
DATE: ~'?-~'DC.v .:J(}.Clc~\I~I\e,fL
37J?01
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DATE:
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MONROE COUNTY, FLORIDA
STANDARD LEGAL SERVICES AGREEMENT
WITH TIMOTHY WAYNE VOLPE, ESQ.
This AGREEMENT is made and entered into on the ~y of AhLA 21>>" between 1HE BOARD OF
COUNTY COMMISSIONERS OF MONROE COUNTY, FiA)Rl}A, as the legislative and governing
body of Monroe County, Florida. and in accordance with the powers enumerated in Section 125.01, Florida
Statutes ("County") and TIMOTHY WAYNE VOLPE ("Attorney") of the tinn of Volpe, Bajalia, Wickes,
Rogerson, & Galloway, P.A. regarding the retention of Attorney by County to provide legal advice and services
as set out below:
1. Client: The Client is the County, and to the extent ethically pennissible, it's elected and appointed officers
and its' employees, unless Cowrty advises Attorney otherwise. In the event that Attorney camtot ethically
represent individuals in addition to County. Attorney sball advise County in writing ofthat fact immediately.
2. Attorney: The Attorney is the individual named above and whose signature appears at the bottom of th is
Agreement. Attorney is licensed to practice law in all jurisdictions relevant to this matter. If Attorney
practices with others who may aJso provide services to Coon!)', he or she understands that County expects
that Attorney will be responsible for managing the replllSefltation, asswing compliance of others with the tenns
of this Agreement and ethical requirements, preparing and substantiating aU bills. and communicating with
County. Attorney may not delegate or outsource this work without full written disclosure to, and prior written
approval from, the County.
3. Terminatloll and Representation: Attorney has been retained by County in connection with the matter
described in Exhibit A. Attorney represents that he or she is competent and availab~ to handle that matter.
3.1. Review of ethical obligations before initiating representation: Attorney has
conducted a thorough investigation and determined that neither Attorney nor his or her firm has any
ethical impediment, real or potential. to representing County. To the extent that any ethical
impediment, real or potential, is discovered or ever arises. Attorney shall immediately infonn
County in writing of the impediment (regardless of whether Attorney believes he or she has taken all
steps necessary to avoid the impediment and regardless of whether Attorney believes that the
impediment is insubstantial or questionable), make full disclosure of the situation to County, obtain
County's express, written consent to continue the representation of the other client, and take all steps
requested by County to avoid or mitigate the impediment. Attorney understands that, if a direct or
indirect conflict of interest arises which, in the opinion of the County, cannot be avoided or
mitigated muter the Rules of Professional Conduct of1lte Florida Bar. County may, in its discretion, (a)
obtain reimbursement from Attorney for all fees and expenses paid to Attorney in this matter; (b)
obtain cancellation of all amounts allegedly owed by County to Attorney; and (c) obtain
reimbursement for consequential expenses incurred by County. including the cost of replacement
counseL
3.2. Limitations to scope or representation: Except where prohibited by the Rules of
Professional Conduct of The Florida Bar, the Monroe County Attorney's Office will serve as co
coWlsel in all matters covered by this Agreement. As aH:Ounsel,1he Office attorney's will assist
Attorney by performing tasks assigned by Attorney. including but not limited to serving as local
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counsel; securing the cooperation of County employee's, officers, and others in discovery and other
matters; obtaining evidentiary materials from County files; assisting with discovery; attending
hearings and depositions; filing pleadings; arranging for closed attomey-client sessions with the
Board of County Commissioners; and perfonning other tasks as necessary and convenient for
Attorney. Decisions as to tactical approaches to be utilized shall be the ultimate responsibility of the
Attorney. and issues which rise to the level of a client decision shall be resolved by the Board of
County Commissioners. Any further limitations or special conditions shall be as set forth in Exhibit
A.
3.3. Term of Agreement and RepreaeDtation: This Agreement and representation by Attorney is
effective upon acceptance and approval by County in accordance with County's policies, ordinances, or
governing statutes. The tenn of this Agreement is one year, commencing April 20.2006 and tenninating on
April 19, 2007, or sooner if the matter is completed and may be tenninated with or without cause by County
or Attorney at any time.
3.4. County expectations aDd goals: The County expects the Attorney to seek the best resolution
for the County at the lowest reasonable cost to the taxpayers. At the earliest reasonable point during the
representation, the Attorney shall report to the County, via the County Attorney, any reasonable potential for
settlement, including related settlement costs and expenses, the estimated chances of the County prevailing on
the merits, and the potential financial exposure should the County not prevail on the merits. Any other
expectations and goals shall be as set furth in Exhibit A.
4. Attorney Fee (Hourly): Attorney will be paid for his or her services based on the number of hours expended
on behalf of County (rounded to the nearest tenth hour for each time entry), not to include time billable to or
compensated by other clients, mukiplied by the Attorney's hourly rate as set forth in Exhibit A. The following
minimum billing documentation and time-keeper requirements are a condition precedent to payment by the
County .
4.1. NOD-billable time: Attomey will bill County only for time reasonably and
necessarily incurred to render professional services on County I S behalf in accordance with this
Agreement. Time attributable to billing questions is not billable. Time expended by time-keepers
who have not been approved by County as indicated on Exhibit A is also not billable.
4.1. Changa to hourly rates: Attorney will charge no more than the hourly rate quoted in Exhibit A
throughout the duration of the matter, unless otherwise 88fOOd in writing signed by County.
4.3. DiscouDts to other C6entl!l: The rates Attorney will charge County represent the lowest rates
charged by the same time-keepers to other clients. In the event that lower rates or discounts are provided to
other clients, Attorney and approved time-keepers will also provide them on the same basis to County.
4.4 Additional time-keepen: Additional time-keepers may not be added to the matter without
advance written approval fium County. In the event that additional time-keepeIS providing services which are to
be billed to the COWlty are to be added to the staff. then their hourly rates shall be provided to County in
advance, and, upon written approval by the County, their rates and billing practices shall comply wilh the
requirements of this Agreement. Additional time-keepers approved by the County are listed in Exhibit A to
this Agreement, and this Exhibit A may be amended from time to time, upon mutual agreement of the County
and the Attorney, to evidence the then-current circumstances.
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4.5. Emting work product: To the extent the Attorney makes use of existing work. product, e.g.. in
the fonn of research previously perfonned for anodler County, then Attorney may bill only that time expended
in using that work product fOT County. In other words, no premium, markup, or other adjustment may be made
to bill County for time spent on work already performed.
4.6. Travel: Travel restrictions, including restrictions on billing time during travel, are
set forth
below.
5. Billing of Fees and Espeoses: Attorney shall comply with the following requirements as
to billing fees and expenses as a condition precedent to County's obligation to pay each bilI:
5.1. Monthly bills: Unless otherwise agreed in a writing signed by the County, bills shall be issued
monthly by Attorney within 15 days after the close of each month. Attorney understands that County
requires prompt bills in part to facilitate effective management of the representation and fees.
5.2. Bill format: Attorney shall provide detailed, itemized bills which shall, at a minimum:
5.2.1 Description. Provide a general description of the matter, to include the name of the County
department or constitutional officer, if not indicated in the title of the matter, for which legal services are being
performed (e.g. Richard Roe v. Monroe County-EEO Claim).
5.2.1 Personnel. Clearly identii)' each person performing services (i.e., time
conjunction with each entry.
keepers) in
5.2.3 Other Personnel Clearly identii)' all persons who are not futl-time lawyers employed by the
Attorney's firm (including subcontractors, independent contractors, temponuy employees. and outsourcing
providers).
5.2.4 Time Records. Record the time expended by each time-keeper separately. In those situations
where the minimum billing increment exceeds the actual time spent on a task and several of these "minor" tasks
are petformed, it is expected that the minor services will be aggregated until the total actual time spent meets the
minimum billing increment.
5.2.5 Totals and By Task. State the amount of time expended by each time-keeperdaily (and, within
each day, broken down by task where more than one project or task was worked upon within the same day).
Listed beside each individual task shall be the time expended on that task.
5.2.6 Tuk Description. Describe within each itemized daily task entJy, in sufficient detail to readily
allow the County to detennine the necessity for and reasonableness of the time expended, the services
perfonned, the project or task each service relares to, the subject and purpose of each service, and the names of
others who were present or communicated wit in the course of perfunning the service. Included should be a
reasonably specific delineation of services sufficiently itemized to al10cate time within a matter to such
categories of effort as Legal Research, Fact Gathering, Internal Conferences, Communications wi1h Client,
Particular Document Drafting, Court Appearance, Deposition Attendance, and so forth.
5.2.7 Summary of Rates. In a summllJ')' at the beginning or end of the bin, provide the current hourly
rate for each time-keeper, the total time billed by each time-keeper per time period in that bill, the product of
the total time and hourly rate for each time-keeper, the total fees charged, and are reconciliation between the
amount charged and any applicable estimated or budgeted amount, by task. In addition, each monthly statement
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shoo ld show the aggregate billing for thal matter from the commencement of the matter through the currently-
billed month.
5.2.8 DigitallElectroDic Copy. Attorney should discuss the capabilities of Attorney's billing
system with County before rendering the first bill. County should receive a paper copy of each bill and a
digital electronic/computerized version of each bill if requested by the County.
5.3. E:..peD!IeS: County will pay the actual, reasonable cost of the following expense items if incurred
in accordance with the guidelines below and promptly itemized in Attorney's monthly bill:
5.3.1 Reimbursable expenses: Actual cost for necessary long distance telephone calls, telecopying at
$.25 per outgoing page, overnight or expedited delivery, couriers, photocopying at $.15 per page, postage, court
tees, and other expenses approved in advance by County or as listed below:
5.3.1.1. Expedited or emergepey services: Attorney is expected to avoid using expedited or
emergency services, such as express delivery services, couriers, telecopying. overtime, and so on, unless
necessary because of unexpected developments or extremely short deadlines. County may refuse to pay for any
such expenses when incurred routinely or because of Attorney's failure to manage the matter efficiently.
S.3.1.2. Computerized research: Attorney is expected to use computerized research services cost-
effectively to reduce time spent on research, for example, while closely-monitoring computerized research to
insure that the charges are reasonable and necessary. Attorney is expected to pass through to County any
discounts or other armngements that reduce the cost of computerized services.
5.3.1.3. Photocopying: Attorney is encouraged to use outside copying services to reduce the cost
of large-volume copying, provided that these expenses are efficient, cost-effective, and incurred and billed
in accordance with this Agreement. Attorney is responsible for insuring that all copying complies with
copyright obligations.
5.3.1.4. TranKripts: Transcripts should not be ordered without prior approval from County.
Transcripts should not be ordered on an expedited basis unless necessary and approved in advance by County.
Attorney should obtain digital electronic/computerized copies of transcripts when available at a reasonable cost
to avoid charging for time spent digesting or indexing transcripts. and to allow County to maintain a digital
electronicloomputerized database of all transcripts.
5.3.1.5 Travel Expenses: Travel expenses within the Attorney's local or metropolitan area will not
be reimbursed if the time spent in transit is billed. Travel expenses outside the metropolitan area may only be
reimbursed if the travel was approved in advance by County. Reimbursable travel expenses, if approved in
advance, are the cost of transportation by the least expensive practicable means (e.g., coach class air travel), the
cost of reasonable hotel accommodations, and the cost of transportation while out of town (e.g., by cab or
rental car, whichever seems reasonable, at the lowest available rate). Travel expenses will be reimbursed in
accordance with the applicable provisions for "approved travelers" of the Monroe County Code, will be
summarized on the Monroe County Travel Form with all applicable receipts attached thereto.
5.3.1..6 Tl1lvel11me. Time spent in transit. locally or otherwise, may be billed only if (a) Attorney or
time-keeper is unable to avoid traveling by using other fonns of communication and (b) Attorney or time-
keeper is unable to bill time in transit to other clients. Travel by more than one time-keeper at the same time to
the same destination is not allowed without prior approval ftom County. Approved travel time during time-
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keeper's nonnal business hours will be billed at the hourly rate listed for the time-keeper on Exhibit A.
Approved travel time outside of time- keeper's normal business hour's will be billed at one-halfthe hourly rate
listed for the timekeeper on Exhibit A.
5.3.1. Non-reimbursable expenses: The following expenses will in no event be reimbursable.
unless specifically agreed to in advance in a writing signed by County:
5.3.2.1. Personal and Oftke Costs. Meals for time-keepers, overtime, word processing or computer
charges, personal expenses, expenses that benefited other clients, expenses for books, costs of temporary
employees, periodicals or other library materials, internal filing or other docwnent handling charges, clerical
expenses, stationery and other supply expenses. utilities, and any other expense that is either unreasonable or
unnecessary. (The fact that the linn charges other clients or that other firms charge their clients for an expense
does not make it reasonable or necessary.)
!i.3.1.2. Experts, eonsultants, support sel'\'kes, outsourced servia:s, etc. Attorney is not authoriB:d
to retain experts, additional counsel, consultants, support services, or the like, or to out source or delegate work
outside Attorney's law firm, without prior written approval by County. Attorney will be responsible for
selecting and managing the services of others so that their services and expenses will be rendered in
accordance with the tenns of this Agreement, including terms applicable to Attorney. Attorney will manage
others to obtain cost effective services for County. Unless otherwise agreed in writing, Attorney shall obtain a
written retainer agreement, in a form which may be specified by County, from each service provider, with
biUs from each provider being sent to both Attorney (for management purposes) and County (for review and
payment).
5.3.1.3. Expenses not paged through at actual cost. County will not pay any markup for
expenses. County will only reimburse the Attorney for their actual approved out-of-pocket costs and
expenses, whether incurred personally by an approved time-keeper or incurred by other approved
personnel (such as ex.perts, consultants, support services personnel, or outsourced services personnel).
5.3.2.4. Overhead not charged to County. County will not pay for any '"expense" items that
are in fact part of Attorney's overhead which should be included within Attorney's fee.
5.3.3. Advance approval of expenses. In addition to the items noted above, Attorney shall
obtain advance approval from County before incurring any expense in excess of$l,OOO.OO if Attorney
expects to be reimbursed for that expense. County may refuse to pay any expense for which advance
approval was not obtained by Attorney.
5.3.4. Copies of receipts for expenses. Attorney shall include copies of receipts for all
expenses with the itemized monthly bill. County may refuse to pay any expense item for which
documentation is not provided by Attorney.
5.3.5. Expeuses (and fees) after termination. Upon termination of the representation,
Attorney shall promptly bill County for any remaining reimbursable expenses and fees. County may
refuse to pay any fees or expenses not billed within 4S days of termination of the representation.
Attorney is also expected to cooperate promptly with all aspects of termination and, if applicable,
transition to other counsel. Payment for fees and expenses is contingent upon prompt, full cooperation.
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5.4. Bill and expense documentation. Attorney understands that Attorney must have
documentation to support all aspects of each bm, including fees and expenses, and must maintain that
documentation until at least one year after the tennination of the representation. This documentation shall
be made available by Attorney to County (or County's designated representative, including an accountant,
the County Clerk or County Clerk's representative, or legal bill auditor) upon County's written request.
Attorney agrees to cooperate with any examination of this documentation and Attorney's fees and
expenses, e.g., by responding promptly and completely to any questions County or its designated
representative may have. Attorney shall notify County in writing at least 60 days in advance of destroying
any such records and, in the event that County requests that they be preserved, shall preserve them at least
one additional year or, at the option of the County, delivered to the County for storage by the County,
with County responsible for paying the actual cost of storage. This documentation shall include, for
example, original time records, expense receipts, and documentation supporting the amount charged by
Attorney for expense items generated by the Attorney or his or her firm. County reserves the right not to
pay any fee or expense item for which sufficient documentation or expense item for which sufficient
documentation is not available to determine whether the item was necessary and reasonable. Upon
prior written Agreement by the County, Attorney may provide the documentation in digital electronic
form in Adobe Portable Document Format (PDF) or in Alchemy format in lieu of the manual
preservation requirements detailed above.
6. Payment terms: Attorney's request for payments and reimbursements may be made in either the
Attorney's name or the name of the Attorney's law firm, as appropriate. Attorney bills complying with
this Agreement are due and payable upon receipt. If the bill materially fails to comply with the
requirements of this Agreement, then it is not due and payable until its deficiencies are remedied by
Attorney. County is entitled to a 1% prompt payment discount if a bill is paid within 15 days of receipt
by County or correction of deficiencies by Attorney, whichever is later, (or if the bill is satisfied by
funds held by Attorney, e.g., in a trust account). County shall not be liable for interest or other late
charges unless specifically agreed to in advance in a writing signed by County.
7. Budgets. Attorney will, within thirty (30) days after the effective date of this Agreement, prepare an
estimate or budget of the likely costs, by task, of this matter, including fees and expenses, and a plan
for handling the matter. Attorney will update the budget and plan at least once every three months. In
the event that Attorney obtains information indicating that the budget (or any line item) may be
exceeded by more than five percent, he or she will notify County of that immediately in a written
statement accompanying each bill, preferably in tabular form. Attorney will reconcile the budget with
each month's bill, e.g., by explaining whether the billed amounts, by task, are more or less than the
amounts budgeted therefor. County shall have the right not to pay any amounts that are over budget or
not included within the budget.
8. Staffing aDd matter mauagement. Attorney has been retained specifically because Attorney,
personally, is understood by County to be able to handle this matter. Employment of additional
individuals, whether attorneys, paralegals, or others, who will bill time to County is not permitted
without the advance written approval of County.
8.1. Time-keeper changes. Changes in time-keepers, e.g., replacement of an attorney as well
as increases or decreases in the number of the time~keepers working on the subject-matter of this
Agreement, must have the advance written approval of County. County expects to receive discounts or
other concessions so that any increases or changes in time-keepers will not result in unnecessary or
unreasonable charges to County, e.g., for training, internal conferences, and management.
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8.2. DuplicatioD of effort. Unless advance County approval is obtained. Attorney will not
have more than one time-keeper bill for court appearances, attendance at depositions and meeting,
including meetings with County representatives, and internal conferences. In the event that more than
one person attends, only the time of the person with the lowest rate will be billable. Attorney is not
permitted to use this matter to provide on the job training for a time-keeper, and bill for that time-
keeper's services, without County's advance approval.
8.3. Matter management. Attorney is responsible for managing the matter cost-effectively
and competently, e.g., by insuring that additional time-keepers are competent, properly supervised,
efficient, and in compliance with the terms of this Agreement as well as with ethical obligations.
8.4. Commuoieatioos. County will expect that all communications between Attorney and
County will be reviewed by Attorney and that Attorney will serve as the point of contact for this matter,
including billing questions. The point of contact for this matter at County is the County Attorney or the
individual specifically identified in Exhibit A.
8.5. Case monitoriog. County will be advised promptly by Attorney of all significant facts and
developments in the matter so that County may mange the matter effectively and made informed
decisions about strategy, tactics, settlement, scheduling, costs, and other related matters. County will
promptly receive from Attorney copies of all orders, opinions, pleadings, briefs. memoranda (internal and
external), correspondence, and any other document material to the subject matter of this Agreement,
such that the County will have a current, up-to-date, "mirror" copy of the County's file maintained by
Attorney. For discovery materials or exhibits that are lengthy, Attorney should discuss them with
County before providing a copy. Documents available in digital electronic/computerized form should
be provided in that fonn in lieu of paper copies. Additionally, Attorney may be required to submit, on a
monthly basis, a case status and progress report to be submitted to the Board of County
Commissioners. The fonnat of the report shall be in the fonn required by the County Attorney.
8.6. Case control. Attorney shall discuss all significant issues of strategy and tactics,
including motions, discovery, pleadings, briefs, trial preparation, experts, and settlement, with County
before implementation. Attorney is expected to exercise independent professional judgment, but to
implement the decisions of County as expressed to the County by the County Attorney.
8.7. Attoroey cooperation. Attorney will cooperate with County or County's representatives
to promptly provide all information County requests or needs about the subject matter of this
Agreement and Attorney's bills.
8.8. Couoty cooperation. Attorney should consult with County about all opportunities for
County to save money or make use of County's expertise to assist in, e.g., responding to discovery,
preparing for trial, locating experts, and the like. County may also have personnel and facilities
available to reduce the expenses related to the subject matter of this Agreement.
8.9. Temporary staff, delegation, outsourcing. Attorney will not bill County for the time
and expenses of temporary employees, including so-called "Temps" or contract attorneys or other staff
from outside companies. nor "outsource" or delegate work, nor charge for summer associates, law
clerks, or student clerks, (collectively "temporary staff" even if not temporarily employed) without full
advance disclosure of the employee's temporary or short-term status to County, including disclosure of
the actual amount paid or to be paid to the individual. Unless County expressly agrees in writing to
paying additional amounts after full disclosure by Attorney, Attorney may not charge County more
than the actual cost paid by attorney.
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9. Confidentiality and public relations: Attorney is not authorized to waive or release any privilege
or other protection of infonnation - confidential, secret, or otherwise - obtained from or on behalf of
County. Attorney is to keep all confidential, privileged, or secret information confidential. This
requirement is perpetual, i.e., it will continue even after the termination of the relationship and this
Agreement. This requirement is also intended to prohibit Attorney from using information obtained
from or on behalf of County, including work. product prepared at County's expense, for other client's of
Attorney or his or her firm, without County's advance written approval. Attorney is not authorized to
identifY County as a County, e.g., for purposes of marketing or advertising, without County's prior
approval. Upon termination of the representation, Attorney agrees to return promptly all information
obtained from or on behalf of County to County. Attorney is not authorized to communicate with the
public, including the press, about County or this matter without the advance approval of County.
to. Ownership of Attorney files and work product: Attorney understands that all files and work
product prepared by Attorney or his or her firm at the expense of County (or for which County is
otherwise billed) is the property of County. Without County's prior written approval, this work product
may not be used by Attorney or his or her firm nor disclosed by Attorney or his or her finn to others,
except in the normal course of Attorney's representation of County in this matter. Attorney agrees that
County owns all rights, including copyrights, to materials prepared by County or by Attorney on behalf
of County. Attorney shall notify County in writing at least 60 days in advance of destroying any such
records and, in the event that County requests that they be preserved, shall preserve them at least one
additional year (with County responsible for paying the actual cost of storage). Attorney shall provide
County with prompt access to (including the ability to make copies of) all attorney files and work
product, regardless of whether the representation or matter is ongoing and whether attorney fees and
expenses have been paid in full.
11. Dispute resolution: Attorney and County agree that all disputes regarding Attorney's fees or
expenses are to be resolved pursuant to the procedures and practices for mediation by the Attorney
Consumer Assistance Program of the Florida Bar.
12. Governing law, modification of this AgreemeJlt, entire agreement: This Agreement is to be
interpreted in accordance with the laws of Florida and with the ethical requirements ofthatjurisdiction.
The Agreement may not be modified in any way without the express, written agreement of both parties.
This represents the entire agreement of the parties.
13. Monroe County Code Ethics Provisions: This provision is found in Section 18.8 below.
14. Time Keeper Defined: As used in this Agreement, the term "time keeper" shall include Attorney
and other attorneys and individuals identified in Exbibit A who will be providing services under this
Agreement and who will bill the County for their services in accordance witb this Agreement.
15. Methods of Approval and COD.sent By County: Any consents or approvals required by this
Agreement to be made by the County shall, unless the context expressly states otherwise, be made by
the County Attorney or an authorized Assistant County Attorney in written form, to include but not
limited to hand-written, typed, or printed notes, electronic mail, letters, or facsimile transmissions.
16. Florida Government-jn-the-Sunshine Law: Attorney agrees that, unless specifically exempted or
excepted by Florida law, the provisions of Chapter 120, Florida Statutes, generally require full and
public discussion of matters to be voted upon by the Board of County Commissioners. Attorney agrees
to consult with the County Attorney's office concerning the application of the Sunshine law from time
to time concerning specific circumstances that may arise during the term of this Agreement.
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17. Florida Public Records Law: Attorney agrees that, unless specifically exempted or excepted by
Florida law or Rules and Regulations of The Florida 8ar, the provisions of Chapter 119, Florida
Statutes, generally require public access to all records and documents which may be made or received
under this Agreement. Attorney agrees to consult with the County Attorney's office concerning the
application of the Public Records Law from time to time concerning specific circumstances that may
arise during the term ofthis Agreement.
18. County'. Standard Contract Terms:
18.1 No Assignments. Without the prior written consent from the County, Attorney shall
not assign or transfer this Agreement.
18.2 Entire Agreement. The entire agreement between the County and Attorney with
respect to the subject matter hereof is contained in this Agreement. This Agreement supersedes all
prior oral and written proposals and communications between the County and Attorney related to this
Agreement. No provision of this Agreement shaU be deemed waived, amended or modified by either
party unless such waiver, amendment or modification is in writing and signed by the party against
whom the waiver, amendment or modification is claimed. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, their permitted successors and assigns.
18.3 Severability. Ifa tenn, covenant, condition or provision of this Agreement shall be
declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining
terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each
remaining term, covenant, condition and provision ofthis Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms,
covenants, conditions and provision of this Agreement would prevent the accomplishment ofthe
original intent of this Agreement. The County and Attorney agree to refonn the Agreement to replace
any stricken provision with a valid provision that comes as close as possible to the intent of the stricken
provision.
18.4 Captions. The captions set forth herein are for convenience of reference only and shall
not define, modify, or limit any of the tenns hereof.
18.5 Governing Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida applicable to contracts made and to be performed
entirely in the State. Venue for any legal action which may arise out of or under this agreement shall be
in Monroe County, Florida.
18.5.1 ConRicts in interpretation. The County and Attorney agree that, in the event of
conflicting interpretations of the terms or a term of this Agreement by or between them, the final
interpretation by the County shall apply.
18.5.2 Adjudication of Disputes aDd Disagreements. The County and Attorney agree that all
disputes and disagreements between them shall be attempted to be resolved by a meet and confer
session between representatives ofthe County and Attorney. lfthe issue or issues are still not resolved
to the satisfaction of both within 30 days after the meet and confer session, then either shall have the
right to seek such relief as may be provided by this Agreement or by Florida law.
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18.5.3 Cooperation. In the event any administrative or legal proceeding is instituted against either the
County or Attorney relating to the fonnation, execution, performance, or breach of this Agreement, the
County and Attorney each agree to participate, to the extent required by the other, in all proceedings,
hearings, processes, meetings, and other activities related to the substance of this Agreement. The
County and Attorney each agree that neither shall be required to enter into any arbitration proceedings
related to this Agreement or any Attachment or Addendum to this Agreement.
18.5.4 Legal Obligations and Responsibilities; Non-delegation of Constitutional or
Statutory Duties. This Agreement is not intended to relieve, nor shall it be construed as relieving,
either the County or Attorney from any obligation or responsibility imposed upon each by law except
to the extent of actual and timely perfonnance thereof by the other, in which case the perfonnance may
be offered in satisfaction of the obligation or responsibility. Further this Agreement is not intended to
authorize, nor shall it be construed as authorizing, the delegation of the constitutional or statutory
duties of the County, except to the extent permitted by the Florida Constitution, state statutes, case law,
and, specifically, the provisions of Chapter 125, Florida Statutes.
18.6 Attorney's Fees and Costs. In the event any administrative proceeding or cause of action
is initiated or defended by the County or Attorney relative to the enforcement or interpretation ofthis
Agreement, the prevailing party shall be entitled to an award of reasonable attorney's fees, court costs,
investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall
include reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses in appellate
proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement or as may be
required by a court of competent jurisdiction shall be conducted in accordance with the Florida Rules
of Civil Procedure and usual and customary procedures required by the circuit court of Monroe
County.
18.7 Records. Attorney shalt maintain all books, records, and documents directly pertinent to
performance under this Agreement, including the documents referred to in Sections 5.4 and 10 of this
Agreement, in accordance with generally accepted accounting principles, consistently applied. Upon
ten (10) business days written notice to the other, representatives of either the County or Attorney shall
have access, at all reasonable times, to all the other party's books, records, correspondence, instructions,
receipts, vouchers and memoranda (excluding computer software) pertaining to work under this
Agreement for the purpose of conducting a complete independent fiscal audit. Attorney shall retain all
records required to be kept under this Agreement for a minimum of five years, and for at least four
years after the termination of this agreement. Attorney shalt keep such records as are necessary to
document the performance of the ag~ment and expenses as incurred, and give access to these records
at the request of the County, the State of Florida or authorized agents and representatives of said
government bodies. It is the responsibility of Attorney to maintain appropriate records to insure a
proper accounting of all collections and remittances. Attorney shall be responsible for repayment of
any and all audit exceptions which are identified by the Auditor General for the State of Florida. the
Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their
agents and representatives.
18.7.1 Public Access. The County and Attorney shall allow and permit reasonable access to
and inspection of, all documents, papers, letters, or other materials subject to the Florida Public
Records Law, as provided in Chapter 119, Florida Statutes, and made or received by the them, unless
specifically exempted by State Statute, Rules and Regulations of The Florida Bar, or case law. County
shall have the right to cancel this agreement upon violation of this provision by Attorney.
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18.8 Monroe County Code Ethies Provision. Attorney warrants that he has not employed,
retained or otherwise had act on his behalf any former County officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of
Ordinance No. 10 1990. For breach or violation of this provision the County may, at its discretion,
terminate this Agreement without liability and may also, at its discretion, deduct from the sums owed
under the Agreement, or otherwise recover, the full amount of any fee, commission, percentage, gift, or
consideration paid to the fonner or present County officer or employee. County employees and officers
are required to comply with the standards of conduct delineated in Section 112.313, Florida Statutes,
regarding, but not limited to, solicitation or acceptance of gifts, doing business with one's agency,
unauthorized compensation, misuse of public position, conflicting employment or contractual
relationship, and disclosure of certain information.
18.9 Authority. Attorney warrants that he and the authorized time keepers are authorized by
law and the Rules and Regulations of The Florida Bar to engage in the performance of the activities
encompassed by this Agreement. If Attorney is a member of a law firm, either as partner, shareholder,
associate, or other relationship, Attorney warrants that he is authorized to enter into this Agreement by
Attorney's law firm.
18.10 PubUc Entity Crime StatelDent. Florida law provides that person or affiliate who has
been placed on the convicted vendor list following a conviction for public entity crime may not
submit a bid on an agreement to provide any goods or services to a public entity, may not submit a bid
on a agreement with a public entity for the construction or repair of a public building or public work,
may not submit bids on leases of real property to public entity, may not be awarded or perfonn work
as a contractor, supplier, sub contractor, or consultant under a agreement with any public entity, and
may not transact business with any public entity in excess of the threshold amount provided in Section
287.017, for CATEGORY TWO for a period of36 months from the date of being placed on the
convicted vendor list. Attorney warrants the neither Attorney nor any authorized time keeper has been
named to the convicted vendor list.
18.11 Anti-kic:kbac:k. Attorney warrants that no person has been employed or retained to
solicit or secure this Agreement upon any contract or understanding for a commission, percentage,
brokerage or contingent fee, and that no employee or officer of the County has any interest, financially
or otherwise, in this Agreement, except as expressly stated herein. For breach or violation of this
warranty, the County shall have the right to annul this agreement without liability or, in its discretion,
to deduct any sums to be paid by County under this Agreement, or otherwise recover, the full amount
of such commission, percentage, brokerage or contingent fee.
18.12 Modifications aDd AmendlDents. Any and all modifications of the terms of this
agreement shall only be amended in writing and executed by the Board of County Commissioners for
Monroe County and by Attorney.
18.13 IDdependeDt CODtractor. At all times and for all purposes hereunder, Attorney is an
independent contractor and not an employee of the Board of County Commissioners of Monroe
County. No statement contained in this Agreement shall be construed so as to find Attorney or any of
the authorized time keepers, to be the employees of the Board of County Commissioners of Monroe
County, and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe
County.
18.14 COlDpDan" with Law. In carrying out Attorney's obligations under this agreement,
Attorney shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the
provisions of this Agreement, including those now in effect and hereafter adopted. Any violation of
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said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and
shall entitle the County to terminate this Agreement immediately upon delivery of written notice of
termination to Attorney.
18.15 Licensing and Pennits. Attorney warrants that Attorney shall have, prior to
commencement of work under this agreement and at all times during said work, all required licenses
and permits whether federal, state, County or City.
18.16 NOd-Discrim.ination. Attorney shall not discriminate. in its employment practices and
in providing services hereunder, on the basis of race, color, sex, religion, disability, national origin,
ancestry, sexual orientation, gender identity or expression. f8J11i1ial status, or age, and shall abide by all
federal and state laws regarding non-discrimination. Upon a determination by a court of competent
jurisdiction that such discrimination has occurred, this Agreement automatically terminates without
any further action by the County, effective the date of the court order. Attorney is aware of the
provisions of Section 13-101 through 13-106, Monroe County Code, relating to non-discrimination,
and agrees to abide by the Code's nondiscrimination requirements.
18.17 Claims for State or Federal Ald. The County and Attorney agree that each shall be. and
is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this
Agreement., provided that all applications, requests, grant proposals, and funding solicitations by Attorney
shall be approved by the County prior to submission.
18.18 Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the
terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or
entitlement to or benefit of any service or program contemplated hereunder, and the County and
Attorney agree that neither the County nor Attorney or any officer, agent, or employee of each shall
have the authority to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart,
inferior to, or superior to the community in general or for the purposes contemplated under this
Agreement.
18.19 Attestations. Attorney agrees to execute such documents as the County may reasonable
require, including a Drug-Free Workplace Statement, and a Public Entity Crime Statement.
18.20 Signatures of Parties Required. This Agreement shall not be effective until executed by
both County and Attorney and received in final executed form by an authorized representative of
County.
18.21 County Authority. This Agreement has been at a duly noticed and legally held public
meeting conducted in Monroe County, Florida.
18.22 No Penonal Uability. No covenant or obligation contained in this Agreement shan be
deemed to be a covenant or obligation of any member, officer, agent or employee of the Board Of
County Commissioners of Monroe County in his or her individual capacity and no member, officer,
agent or employee of the Board Of County Commissioners of Monroe County shall be liable personally
on this Agreement or be subject to any personal liability or accountability by reason of the execution of
this Agreement.
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