02/21/2007 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DA TE:
February 26, 2007
TO:
Suzanne A. Hutton
County Attorney
A TTN:
FROM:
Kathy Peters
Executive Assistant
Pamela G. Hanc,{k'J....
Deputy Clerk CY
At the February 21, 2007, Board of County Commissioner's meeting the Board granted
approval and authorized execution of the following:
Legal Services Agreement between Monroe County and Aronovitz Trial Lawyers and
Freed & W,eiss, LLC to file suit against Hotels.com and similar entities to recoup unpaid bed
taxes. Enclosed are two duplicate originals for your handling.
)Standard Legal Services Agreement No. CAY LIT 2006-02-02 between Monroe County
and Paul, Hastings, Janofsky & Walker LLP to represent Monroe County in matter of Emmert v.
Monroe County, CA P 02-520 retroactive to 2/1/06 and approval of payment in the amount of
$51,069.10 for work performed to date. Enclosed are two duplicate originals for your handling.
Ratification of Administrative Law Judge Services Contract with Division of
Administrative Hearings to provide a hearing officer to serve as the Code Enforcement Special
Magistrate. Enclosed is a copy for your handling.
Should you have any questions please do not hesitate to contact this office.
cc: Finanre
File'.)
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141 004/019
A,GREEMENT NUMBER:
CAY LIT 200&-02-02
MONROE COUNTY, FLORIDA
STANllIARD LEGAL SERVICES AGREEMENT
(UTICA TION)
THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, as the
legislative and governing body of Monroe County, Florida, and in accordance with the powen;
enumetated in Section 125,0 I, Florida Statutes (the "County") and
- and Paul, Ha..nl/S, Janof$ky, & WsI..., LLP (the "Attorney") hereby
enter inlo this Agreement regarding the retention of Attorney by County to provide legal advice and
services;
1. <eDent: The Client is the County, and to the extent ethically permissible, its elected and
appoint"d officers and its' employees, unless County adviSeR Attorney otherwise. In the event that
Attorney cannot ethically represent individuals in addition to County, Attorney shall advise County
in writing of that fact immediately.
2. Attorney: The Attorney is the individual named above and whose signature appears at the
bottom of this Agreement. Attorney is licensed to practice law in all jurisdictions relevant to this
matter. If Attorney practices with others who may aL~o provide services to County, he or she
understands that County expects that Attorney will be responsible for managing the representation,
assuring compliance of others with the tenns of this Agreement and ethical requirements, preparing
and substantialing all bills, and communicating with County. Attorney may not detegate or
outsource this work without full written disclosure to, and prior written approval from, the County.
3, Matter: AltQmey has been retained by County in connection with the matter described in
Exhibit A. Attorney represents that he or she is competent and available to handle that matter. In
the evel~t that additional matten; are assigned by County to Attorney, this agreement shall apply to
those maUers as wel~ unless a separate Agreement is required by the County.
3,1. Review of ethieal 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
impediroent, real or potentia~ is discovered or ever arises, Attorney shall immediately inform
County in writing of the ~pediment (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
impedirnent is insubstantial or questionable), make full disclosure oftbe situation to County, obtain
County's express, written con.qent to continue the representation of the other client, and take all steps
request,ed by County to avoid or mitigate the ~pediment. Attorney understands that, if a direct or
indirect conflict of interest arises which, in the opinion of the County, cannot be avoided or
l1litigatlld under the Rules of Professional Conduct of The 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
reimbu.'sement for consequential expen.~es ineurred by County. inclUding the cost of replacement
counsel.
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1 :~.2. Limitations to scope of representation: Except where prohibited by the Rules of
2 Professional Conduct of The Florida Bar. the Monroe County Attorney's Office will serve as co-
3 counsel in all matters covered by this Agreement. As co-counse~ the Office attorney's will assist
4 Attorney by performing tasks assigned by Attorney, including but not limited to serving as local
5 counsel; securing the cooperation of County employee's, officers, and others in discovery and other
6 matters; obtaining evidcotiary materials from County files; assisting with discovery; attending
7 bearings and depositions; filing pleadings; arranging for closed attorney-client sessions with the
8 Board of County Commissioners; and performing other tasks as necessary and convenient for
9 Attorney. Decisions as to tactical approaches to be utilized shall be the ultimate responsibility of
10 the Attorney. and issues which rise to the level of a client decision shall be resolved by the Board
II of County Commissioners. Any further limitations or special conditions shall be as set forth in
12 Exhibit A.
)]
14 :3.3. Tenn of Agreement and Representation: This Agreement and representation by
15 Attorney is effective upon acceptance and approval by County irl accordance with County's policies,
16 ordinances. or governing statutes. The representation shall continue until terminated by either tbe
17 County" or by the Attorney in accordance with ethical requirements.
18
19 ,3.4. County expectations and goals: The County expects the Attorney to seek the best
20 resolution for the County at the lowest reasonable cost to the taxpayers. At the earliest reasonable
21 point during the representation, the Attorney shall report to the County, via the County Attorney,
22 any rea,sonable potential for settlement, including related settlement costs and expenses, the
23 estimatlld chances of the County prevailing on the merits, and the potential financial exposure
24 should the County nol prevail on the merits. Any other expectations and goals shall be as set fbrth
25 in Exhibit A.
26
27 4. Attorney Fee (Hourly): Allorneywill be paid for his or her services based on the number
28 of hour.. expended on behalfofCounty (rounded to the nearest tenth hour for each time entry), not
29 to include time billable to or compensated by other clients, multiplied by the Attorney's hourly rate
30 as set forth in Exhibit A. The following minimum billing documentation and time-keeper
31 requirements are II condition precedent to payment by the County.
32
33 4.1. Non-bUlable time: Attorney will bill County only for time reasonably and
34 necessarily incurred to render professional services on County's behalf in accordance with this
35 Agrecnlcnt. Time attributable to billing questions is not billable. Time expended by time-keepers
36 who have not been approved by County lIS indicated on Exhibit A is also not billable.
37
38 4.2. Changes to hourly rates: AttorneywiJI charge nO more than the hourly rate quoted
39 in Exhibit A throughout the duration of the matter, UI1less otherwise agreed in writing signed by
40 County.
41
42 4.3. Discounts to other Clients: The rates Attorney will charge County represent the
43 lowest :rates charged by the same time-keepers to other clients. In the event that lower rates or
44 discounts are provided tu other clients, Attorney and approved time-keepers will also provide them
45 on the same basis to County.
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2 .t4. Additional time-keepers: Additional time-keepers may not be added to the matter
3 without advance written approval from County. In the event that additional time-keeper1l providing
4 services which are to be billed to the County are to be added to the sta!( then their hourly rates shall
5 be provided to County in advance, and, upon written approval by the County, their rates and billing
6 practices shall comply with the requin.'I1lcnts ofthis Agreement. Additional time-keepers approved
7 by lhc County are listed in Exhibit A to this Agreement, and this Exbibit A may be amended fi'om
8 time to Itime, upon mutual agreement ofthe County and the Attorney, to evidence the then-cUlTent
9 circumstances.
10
II .t5. Existing work product: To the extent the Attorney makes use of existing work
12 product. e.g., in the fonn of research previously performed for another County, then Attorney may
13 bill only that time expended in using that work product for County. In other words, no premium,
14 markup" or other adjustment may be made to bill County for time spent on work already performed.
15
16 4,6. Travel: Travel restrictions, including restrictions on billing time during travel, are
17 set forth below.
18
19 5. :Billing of Fees and Expenses: Attorney shall comply with the following requirements as
20 to billin:g fees aod expenses as a condition precedent to County's obligation to pay each bill:
21
22 :5,1, Monthly biDs: Unless otherwise agreed io a writing signed by the County. bills shall
23 be issued monthly by Attorney within 15 days after the close of each month. Attomeyunder1ltands
24 that COlmty requires prompt bills in part to facilitate effective management of the representation and
25 fees.
26
27 :5.2. BIU fonnat: Attorney shall provide detailed, itemized bills which shall, at a
28 minimum:
29
30 5.2.1 Description. Provide a gelleral description oCthe matter, to include the name
31 of the County department or constitutional officer, if not indicated in the title of the matter, for
32 which legal services are being performed (e.g. Richard Roe v. Monroe County-EEO Claim).
33
34
35 5.2.2 Personnel. Clearly identify each person performing services (i.e., time.
36 keepers) in conjunction with each entry.
37
38 5.2.3 Other Personnel. Clcarly identity all pe,"ons who are not full-time lawyers
39 employ.;d by the Attorney's firm (including subcontractors. independent contractors, temporary
40 emplo}'lles, and outsourcing providers).
41
42 5.2.4 Time Records. Record the time expended by each time-keeper separately.
43 In those, situations where the minimum billing increment exceeds the actual time spellt on a task and
44 several ,~fthese "minor" tasks are performed, it is expected thllt lhe services will be aggregated until
45 the total actual time spent meets the minimum billing increment.
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I 5.2.5 Totals and By Task. State the amount of time expended by each time-keeper
2 daily (ami. within each day, broken down by task where more thaD one project or task was worked
3 upon w:ithin the same day).
4
5 5.2.6 Task Description. Describe within each itemized daily task entry, in sufficient
6 detail to readily allow the County to determine the necessity for and reasonableness of the time
7 expcndcod, the services performed, the project Or task each service relates to. the subject and purpose
8 of each service. and the names of others who were present or communicated wi! in the course of
9 perfurming the service. Included should be a reasonably specific delineation of services sufficiently
10 itemized to allocate time within a matter to such categories of effort as Legal Research, Fact
11 Gathering, Internal Conferences, Communications with Client, Particular Document Drafting, Court
12 AppearilnCe, Deposition Attendance, and so forth.
13
14 5.2.7 Summary of Rates. In. summary at the beginning or end of the bill, provide
15 the cunent hourly rate for each time-keeper, the total time billed by each time-keeper in that bil~
16 the product of the total time and hourly rate for each time-keeper. the total fees charged, and a
17 reconciliation between the amount charged am:! any applicable estimated Or budgeted amount. by
18 task. Tn addition, each monthly statement should show the aggregate billing for that matter from the
19 connnencement of the matter through the cunently-billed month.
20
21 5.2.8 DigitallElectronic Copy. County is currently using Time Matters and Time
22 Billil1g software in tbe County Attorney's office. and prefers that an electronic reporting software
23 which can be incorporated into the County's software data base for tracking and reporting purposes
24 be used by Attorney. Attorney should discuss the capabilities of Attorney's billing system with
25 County before rendering the first bill. County should receive a digital electronic/computerized
26 version of each bill. together with. paper copy, to lllcilitate bill review.
27
28 5.3. Expenses: County will pay the aetu~ reasonable cost of the following expense
29 item. if incurred in accordance with the guidelines below and promptly itemized in Attorney's
30 monthly bill:
31
32 5.3.1 Reimbunable expenses: Actual cost for necessary long distance telephone
33 calls, telecopying at S.25 per outgoing page. overnight or expedited delivery, couriers, photocopying
34 at $.15 per page, postage, court fees, and other expenses approved in advance by County or as listed
35 below:
36
37 5.3.1.1. Expedited oremergency services: Attorney is expected to
38 avoid using expedited or emergency services, such as express delivery services, couriers,
39 telecopying, overtime. and so on, unless necessary becl1llse of unexpected developments or
40 extremely short deadlines. County may refuse to pay for any such expenses when incurred routinely
41 or because of Attorney's lllilure to manage the matter efficiently.
42
43 5.3.1.2. Computerized resean:h: Attorney is expected to use
44 computerized research services cost-effectively to reduce time spent on research, fur example, while
45 closely-monitoring computerized research to insure that the charges are reasonable and
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1 necessDlry. Attorney is expected to pass through to County any discounts or other arrangements that
2 reduce the cost of computerized services.
3
4 5.3.1.3. Pbotocopying: Attorney is encouraged to use outside
5 copying services to reducc lhe. cost of large-volume copying, provided that these expenses are
6 efficient, cosl-effi:ctive, and incurred and billed in accordance with this Agreement. Attorney",
7 responsible fur insuring that all copying complies with copyright obligations.
8
9 5.3.1.4. Transcripts: Transcripts should not be ordered without prior
10 approVlll from County. Transcripts should not be ordered on an expedited basis unless necessary
11 and approved in advance by County. Attorney should obtain digital electronic/computerized copies
12 of transcripts when available at a reasonable cost to avoid charging fur time spent digesting or
13 indexing transcripts, and to allow County to maintain a digital electronic/computerized database of
14 alllranscripts.
15
16 5.3.1.5 Travel Expenses: Travel expenses within the Attorney's
17 local or metropolitan area will not be reimbursed if the time spent in transit is billed. Travel
18 expens('S outside the metropolitan area may only be reimbursed if tbe travel was approved in
19 advancl: by County. Reimbursable travel expenses, if approved in advance, are the cost of
20 transportation by the least expensive practicable means (e.g., coach class air travel), the cost of
21 reasona.ble hotel accommodations, and the cost of transportation while oui oftown (e.g., by cab or
22 rental (,ar, whichever seem. reasonable, at the lowest available rate). Travel expenses will be
23 rcimbw'sed in accordance with the applicable provisions for "approved travelers" of the Monroe
24 County Code, will be summarized on the Monroe County Travel form with all applicable receipts
25 attached thereto.
26
27 5.3.1.6 Travel Time. Time spent in transit, locally or otherwise, may
28 be billed only if(a) Attorney or time-keeper is unable to avoid traveling by using other fuI'll1S of
29 communication and (b) Attorney or time-keeper is unable to bill time in transit 10 other clients.
30 Travellby more than one time-keeper at the same time to the same destination is not allowed without
31 prior approval from County. Approved travel time during tirne-kecper's normal business hours will
32 be billed at the hourly rate listed for the time-keeper on Exhibit A. Approved travel time outside
33 of time. keeper's normal business hour's will be billed at one-half the hourly rate listed fur the time-
34 keeper on Exhibit A.
35
36 5.3.Z, Non-reimbursable eJl]lenses: The following expenses will in no event be
37 reimbUlnlable, unless specifically agreed to in advance in a writing signed by County;
38
39 5.3.Z.1. Personal and Office Costs. Meals for time-keepers,
40 overtinle, word processing or computer cbarges, personal expenses, expenses that benefitted other
41 clients, expenses for books, costs of temporary employees, periodicals or other library materials,
42 internal filing or other document handling charges, clerical expenses, stationery and other supply
43 expens,es, utilities, and any other expense that is either unreasonable or unnecessary. (The fact that
44 the firn~ charges other clienls or that other firms charge their clients fur an expense does not make
45 it reasonable or necessary.)
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2 5.3.2.2. Experts, consultants, support services, ouuourced
3 servic"'~ etc. Attorney is not authorized to retain experts, additional counse~ consultants, support
4 services, or tbe like, or to out source or delegate work outside Attorney's law firm, without prior
5 written approval by County. Attorney will be responsible for selecting and managing the services
6 of others so tbat their services and expenses will be rendered in accordance with tbe terms of tbis
7 Agreemenl, including terms applicable to Attorney. Attorney will manage others to obtain cost-
8 effectiv,: services for County. Unless otherwise agreed in writing, Attorney shall obtain a written
9 retainer agreement, in a form which may be specified by COlll1ty, from each service provider, with
10 bills from each provider being sent to both Attorney (for management purposes) and County (for
II review IInd payment).
12
13 5.3.2.3. Expenses Dot passed through at actual cost. County will
14 not pay any markup for expenses. County will only reimburse tbe Attorney for their actual approved
15 oul-of-pocket costs and expenses, whether incurred personally by an approved time-keeper or
16 incurred by other approved personnel (such as experts, consultants, support services personnel, or
17 out sourced services personnel).
18
19 5.3.2.4. Overhead not chaJ:ged to County. County will not pay for
20 any "expense" item, that are in fact part of Attorney's overhead which should be included within
21 Attorney's fee.
22
23 5.3.3. Advance approval of expenses. In addition to the items noted above.,
24 Attorney shaU obtain advance approval from Counly berore incurring any expense in excess of $
25 1,000.00 if Attorney expects to be reimbursed for that expense. County may refuse to pay any
26 expense: for which advance approval was not obtained by Attorney.
27
28 5.3.4. Copies ofre.eipts for expenses. Attorney shall include copies of receipts for
29 aU exp,mScS with the itemized monthly bill. Counly may refuse to pay any expense item for which
30 documentation is not provided by Attorney.
31
32 5.3.5. Expenses (and fees) after tennination. Upon termination of the
33 representation, Attorney shall promptly bill County for any remaining reimbursable expenses and
34 fees. County may refuse to pay any fees or expenses not billed within 45 days of termination of the
35 representation. Attorney is also expected to cooperate promptIywith aU aspects oftermination and,
36 if appli';able, transition to other counsel. Payment for fees and expenses is contingent upon prompt,
37 full cooperation.
38
39 5.4, Bill and expense doeumentation. Attorney understands that Attorney roust have
40 docutnl:Dtation to support all aspects of each bill, including tees and expenses, and mlL,t maintain
41 that documentation until at least one year after the termination of the representation. This
42 docum.ntation shall be made available by Attorney to County (or County's designated
43 representative, including an accountant, the County Clerk or COlll1ty Clerk's representative, or legal
44 bill auditor) upon County's written request. Attorney agrees to cooperate wit" any examination of
45 this dOI:umentation aod Attorney's fees and expenses, e.g., by responding promptly and completely
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1 to any questions County or its designated representative Il1llY have. Attorney shall notify County
2 in writing at least 60 days in advance of destroying any such records and, in the event that County
3 request,s that they be preserved, shall preserve them at least one additional year or, at the option of
4 the COlllllty, delivered to the County for storage by the County, with County responsible for paying
5 the actual cost ofstoragc. This documentation shall include, for example, original time records,
6 expens" receipts, and documentation supporting the amount charged by Attorney for expense items
7 generated by the Attorney or his or her finn. County reserves the right not to pay any fee or expense
8 item for which sufficient documentation is not available to determine whether the item was
9 necessary and reasonable. Upon prior written Agreement by the County, Attorney may provide the
10 documc:ntation in digital electronic form in Adobe Portable Document Fonnat (PDF) or in Alchemy
11 fOrIllllt in lieu of the manual preservation requirements detailed above.
12
13 6, Payment terms: Attorney's request forpaymenls and reimbursements Il1llybe made in either
14 the Attorney's name or the name of the Anorney's law firm, as appropriate. Anorncy bills
15 complying with this Agreement are due and payable upon receipt. If the bill materially fuils to
16 comply with the requirements oflhis Agreement, then it is not due and payable until its deficiencies
17 are remedied by Attorney. County is entitJed to a 1 % prompt payment discount if a bill is paid
18 within 15 days of receipt by County or correction of deficiencies by Attorney, whichever is later,
19 (or if the bill is satisfied by funds held by Attorney, e.g.. in a trust account). County shall not be
20 liable fhr interest or other late charges unless specifically agreed to in advance in a writing signed
21 by County.
22
23 7, Budgets. Attorney wil~ within thirty (30) days after the effective date of this Agreement,
24 prepar.' an estimate or budget of the likely ODStS, by task, of this matter, including fees and expenses,
25 and a plan for handling the matter. Attorney will update the budget and plan at least once every
26 three months. In the event that Attorney obtains inforIlllltion indicating that the budget (or any line
27 item) may be exceeded by more than five percent, he or she will notifY County of that innnediately.
28 In a written statement accompanying each bill, preferably in tabular fonn. Attorney will reconcile
29 the budget with each month's bill, e.g., by explaining whether the billed 8lOOums, by task, are more
30 or less than the amounts budgeted therefore. County shall have the right not to pay any amounts that
31 are over budget or not included within the budget.
32
33 8. Staffing and matter management. Attorney has been retained specifically because
34 Attorney, personally, is understood by County to be able to handle this maller. Employment of
35 additional individuals, whether attorneys, paralegals, or others, who will bill time to County is not
36 permitted without the advance written approval of County.
37
38 8.1. Time-keeper changes. Changes in time-keepers, e.g.. replacement of an attorney
39 as well as increases or decreases in the number of the time-keepers working on the subject-matter
40 oflhis Agreement, must have the advance written approval of County. County expects to receive
41 discounts or other concessions so that any increases or changes in time--keepers will not result in
42 unnecessary or unreasonable charges to County, e.g., for training, internal conferences, and
43 management.
44
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I 8.2. Duplication of effort. Unless advonce County approval is obtained, Attorney will
2 not have more than one time-keeper bill for court appearances, attendance at depositions and
3 meeting. including meetings with County representatives, and intemal conferences. In the event that
4 more than one person attends. only the time of the person with the lowest rate will be billable.
5 Attorney is not pennitted to use this matter to provide on the job training for a time-keeper, and bill
6 for thallimc-keeper's services, without Counly's advance approval.
7
8 8.3. Matter management. Attorney is responsible for managing the matter cost-
9 effectivdy and competently, e.g., by insuring that additional lime-keepers are competent, properly
10 supervised, efficient, and in compliance with the tenns of this Agreement as well as with ethical
J I obligations.
12
13 8.4. Communications. County will expeCI that all coIlll1llll1ications between Attorney
14 and CountywiU be reviewed by Attorney and that Atlomeywill serve as the point orcontact tbrthis
15 matter. including billing questions. The point of contact for this matter at County is the County
16 Attorney or the individual specifiCally identified in Exhibit A.
17
18 8.5. Case monitoring. County will be advised promptly by Attorney of all significant
19 filcts and developments in the matter so that County may mange the matter effectively and made
20 inform..! decisions about strategy, laCtics, settlement, scheduling, costs, and other related matters.
21 CoUllly will promptly rcceive from Attorney copies of all orders, opinions, pleadings, briefS,
22 memordllda (internal and external), correspondence, and any other document material to the subject
23 matter of this Agreement, such that the County will have a current, up-to-date, "mirror" copy of the
24 County's file maintained by Attorney. For discovery materials or exhibits that are lengthy,
25 Attorn,:}' should discuss them with County before providing a copy. Documents available in digital
26 electronic/computerized form should be provided in that form in lieu of paper copies. Additionally.
27 Attorn,'Y may be required to submit. on a monthly basis, a case status and progress report to be
28 submitted to the Board of County Commissioners. The format ofthe report shall be in the form
29 required by the County Attorney.
JO
31 8.6. Case control. Attorney shall discuss all significant issues of strategy and tactics,
32 including mOl ions, discovery. pleadings, briefs, trial prepalation. experts, and settlement, with
33 County before implementation. Attorney is expected to exercise independent professional judgment,
34 but to implement the decisions of County as expressed to the County by the County Attorney.
35
36 8.7. Attorney cooperation. Attorney will cooperate with County or Courny's
37 representatives to promptly provide all Infotmation County requests or needs about the subject
38 mailer of this Agreement and Attorney's bills.
39
40 8.8. County cooperation. Attorney should consult with County about all opportunities
41 for County to save money or make use of County's expertise to assist in, e.g., responding to
42 discoVClI)', preparing for trial, locating experts, and the like. County may also have personnel and
43 mciliti.,s available to reduce the expenses related to the subject matter of this Agreement.
44
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8.9. Temporary $taff, delegation, outsourcing. Attorney will not bill County for the
time and expenses of temporary employees, including so-calJed "remps" or contract allOrne)'li or
other staff from outside companies, nor "outsource" or delegate work, nor charge for summer
associates, law clerks, or student clerks, (collectively "temporary staff" even if not temporarily
employed) without full advance disclosure of the employee's temporary or short-term status to
County, including disclosure of the actual amount paid or to be paid to the individual. Unless
County expressly agrccs in writing to paying additional amounts after full disclosure by Attorney,
Attorn'~ may not charge County more than the actual cost paid by attorney.
9. Confidentiality and public relation$: Attorney is not authorized to waive or release any
privilege or other protection of informalion - 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 tbis Agreement. This requirement is also intended to prohibit Altorney 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 bis or her fl1111, 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 10 return promptly all information obtained from or on behalf ofCounry to County. Attorney
is not authorized to connnunicate with the public, including the press, about County or this matter
withoUlI the advance approval of County.
10. Ownership of Attorney files and work product: Attorney understands lhat 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 approva~ this work
product may not be used by Attorney or his or her firm nor disclosed by Attorney or his or her firm
to others, except in the normal C(lurse 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 notilY 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 additi(lnal 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 regardmg Attorney's fees
or expenses are to be resolved pursuant to the procedures and practices for mediati(ln by the
Attorney Consumer Assistance Program ofthe Florida Bar.
12. Governing law, modification oUbis Agreement, entire agreement: This Agreement is
to be interpreted in accordance with the laws of Florida and with the ethical requirements ofthat
jurisdiction. The Agreement may not be modified in any way without the express, written agreement
of both parties. This represents the entire agreement (If the parties.
13. Monroe County Code Ethics Provisions: This provision is found in Section 18.8 below.
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14. Time Keeper Defined, As used in this Agreement, the tenn "time keeper" shall include
Attorney and other attorneys and individuals identified in Exhibit A who will be providing services
under this Agreement and who will bill the County for their services in accordance with this
Agreement.
15. Methods of Approval and Consent By County: Any consents or approvals required by this
Agreement to be made by the County shall, unless the context expressly states otherwise. be \lIllde
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-In-tbe-Sunshine Law: Attorney agrees that, unless specifically
exempted or excepted by Florida law. the provisions of Chapter 120, Florida Slatutes, generally
require full and public discussion of matters to be voted upon by thc 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 0 f this Agreement.
17. Florida Public Records Law: Attorney agrees that, unless specifically exempted or
excepted by Florida law or Rules and Regulations of The Florida Bar, the provisions of Chapter 119,
Florida Statules, generally require public access to all records and documents which may he made
or received under this Agreement. Attorney agrees to consult with the County Attorney's office
conceming the application of the Public Records Law from time to time concerning specific
circum~tances that may arise during the term of this Agreement.
18. County's Standard Contract Terms:
18.1 No Assignments, Without the prior written consent ftom 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 shall 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. lfa term, covenant, condition or provision ofthis Agreement shall be
declared invalid or unenforceable to any extent by a court of competent jurisdiction, the re\llllining
tenns, covenants, conditions and provisions ofthis Agreement shall not be affected thereby; and
each remaining tenn, covenant, condition and provision of this Agreement shall be valid and shall
be enforceable to the fullest extent permitted by law unless the enforcement ofthe remaining terms,
covenants, conditions and provision of this Agreement would prevent the accomplishment of the
original intent of this Agreement. The County and Attorney agree to reform the Agreement to
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1 replace lIIIY stricken provision with a valid provision that comes as close as possible to the intent of
2 the stricken provision.
3 18.4 Captions. The captions set forth herein are for convenience of reference only and shall
4 not define, modify, or limit any ofthe tenns hereof.
5
6 18.S Governing Law and Venue. This Agreement shall be governed by and conslrued in
7 accordance with the laws of the Slate of Florida applicable to contracts made and to be perfonned
8 entirely in the State. Venue for any legal action which may arise out of Or under thi< agreement shall
9 be in Monroe County, Florida.
10
II 18.5.1 Conflicts ill illterpretation. The County and Attorney agree that, in the
12 event of conflicting interpretations ofthe terms or a tenn of this Agreement by or between them, the
13 final interpretation by the County shall apply.
14
15 18.5.1 Adjudication of Disputes and ))isagreemenu. The County and Attorney
16 agree tl:oal all disputes and disagreements between them shall be attempted to be resolved by a meet
17 and confer session between representatives of the County and Attorney. If the issue or issues are
18 still not resolved to the satisfaction of both within 30 days after the meet and confer session, then
19 either shall have the right to seek such relief as may be provided by this Agreement or by Florida
20 law.
21
22 18.5.3 Cooperation. In the event any administrative or legal proceeding is instituted
23 against either the County or Attorney relating to the formation, execution, perfonnance, Or breach
24 of this Agreement, the County and Allomey each agree to participate, to the extent required by the
25 other, in all proceedings, hearings, processes, meetings, and other activities related to the substance
26 ofthis Agreement. The County and Allomey each agree that neither shall be required to enter into
27 any arbit",tion proceedings related to this Agreement or any Attachment or Addendum to this
28 Agreement.
29
30 18.5.4 Legal Obligations and Responsibilities; Non-deiegatioD of Constitutional
31 or Statutory Duties. This Agreement is not intended to relieve, nor shall it be construed as
32 relieving, either the County or Attorney from any obligation or respotl-qibility imposed upon each
33 by law except to the extent of actual and timely performance thereof by the other, in which case the
34 performance may be offered in satisfaction of the obligation or respotl-<ibility. Further this
35 Agreement is not intended to authorize, nor shall it be construed as authorizing, the delegation of
36 the constitutional or statutory duties ofthe County, except to the extent pennitted by the Florida
37 Constitution, state statutes, csse law, and, specifically, the provision.< of Chapter 125, Florida
38 Statutes.
39
40 18.6 Attorney's Fees and Costs. In the event any administrative proceeding or cause of
41 action is initiated or defended by the County or Allomey relative to the enforcement or interpretation
42 of this Agreement, the prevailing party shall be entitled to an award of reasonable attorney's fees,
43 court costs, investigative, and out-of-pocket expen.qes, as an award against the non-prevailing party,
44 and shall include reasoroable attorney's fees, court costs, investigative, and out-of.pocket expenses
45 in apP"llatc proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement
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1 or lIS may be required by a court of competent jurisdiction shall be conducted in accordance with
2 the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit
3 court of Monroe County.
4
5 18.7 Records. Attorney shall maintain all books, record" and documents directly pertinent
6 to pcrtolTIlllllce under this Agreement, including the documents referred to in Sections 5.4 and 10
7 of this Agreement. in accordance with generally accepted accounting principles, consistently
8 applied. Upon ten (10) business days written notice to the other, representatives of either the County
9 or Attorney shall have access, at 011 reasonable times, to all the other party's books, records,
10 correspondence, instructions, receipts, vouchers and memoranda (excluding computer software)
II pertaining to work under this Agreement for the purpose of conducting a complete independent
12 fiscal audit. Attorney shall retain all records required to be kept under this Agreement for a
13 minimum of/ive years, and for at least four years after the termination of this agreement. Attorney
14 shall keep such records as arc necessary to document the performance of the agreement and
IS expenses as incurred, and give access to these records at the request of the County, the State of
16 Florida or authorized agents and representatives of said government bodies. It is the responsibility
17 of Attorney to maintain appropriate records to insure a proper accounting of all collections and
18 remittances. Attorney shall be responsible for repayment of any and 011 audit exceptions which are
19 identified by the Auditor General for the State of Florida. the Clerk of Court for Monroe County,
20 the Board of County Commissioners for Monroe County, or their agents and representatives.
21
22 18.7.1 Public Access. The County and Attorney shall allow and permit l'ClISonable
23 access to and inspection of; 011 documents, papers. letters, or other materials subject to the Florida
24 Public Records Law, as provided in Chapter 119, Florida Statutes, and made Or received by the
25 them, unless specifically exempted by State Statute, Rules and Regulations of The Florida Bar, or
26 csse law. County shall have the right to cancel this agreement upon violation ofthis provision by
27 Attorney.
28
29 18.8 Mooroe County Code Ethics Provlsioo. Attorney warrants that he has not
30 employed, retained or otherwise had act on his behalf any former County officer or employee in
31 violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
32 Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the COUllty may, at
33 its discretion, terminate this Agreement without liability and may also, at its discretion, deduct from
34 the sun1.' owed under the Agreement, or otherwise recover, the full amount of any fee, commission,
35 percentage, gift, or consideration paid to the former or present County officer or employee. County
36 employees and officcrs are required to comply with the standards of conduct delineated in Section
37 112.313, Florida Statutes, regarding, but not limited 10, solicitation or acceptance of gifts, doing
38 bu.,iness with one's agency, unauthorized compensation, misuse of public position, conflicting
39 employment or contractual relationship, and disclosure of certain information.
40
41 18.9 Authority. Attorney warrants that he and the author~ed time keepers are authorized
42 by law and the Rules and Regulations of The Florida Bar to engage in the performance of the
43 activities encomp""sed by this Agreement. If Attorney is a member of a law fll'tTl, either as partner,
44 sharch'Jlder, ""sociate, or other relationship, Attorney warrants that he is authorized to enter into this
45 Agreement by Attorney's law firm.
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I
2 18,10 Pub6c Entity Crime Statement. Florida law provides that person or affiliate who
3 has been placed on the convicted vendor list following a conviction fur public entity crime may not
4 submit a bid On an agreement to provide any goods or services to a public entity, may not submit
5 a bid on a agreement with a public entity fur the construction or repair of a public building or public
6 work. may not submit bids on leases of real property to public entity, may not be awarded or
7 perform work as a contractor, supplier, sub.contractor, or consultant under a agreement with any
8 public entity, and may not transact business with any public entity in excess of the threshold amount
9 provided in Section 287.017, for CATEGORY TWO for a period of36 months from the date of
10 being placed on the convicted vendor m,t. Attorney warrants the neither Attorney nor any
11 authorized time keeper has been named to the convicted vendor list.
12
] 3 18.11 Anti-kickback. Attomey warrants that no person has been employed or retained to
] 4 solicit or secure this Agreement upon any contract or understanding fur a conunission, percentage.
15 brokerage or contingent fee, and that no employee or officer of the County has any interest,
16 financially or otherwise, in this Agreement, except as ""pressly stated herein. For breach or
17 violation of this warranty, the County shall have the right to annul this agreement without liability
18 or, in its discretion, to deduct any sums to be paid by County under this Agreement, or otherwise
19 recover, the full amount of such commission, percentage, brokerage or contingent fee.
20
21 18.12 Modifications and Amendments. Any and all modifications of the tenus ofthi.~
22 agreement shall only be amended in writing and executed by the Board of County Commissioners
23 for Monroe County and by Attomey.
24
25 18.13 Independent Contractor. At all times and for all purposes hereunder, Attorney is
26 an independent contractor and not an employee of the Board of County Commissioners of Monroe
27 County. No statement contained in this Agreement shall be construed so as to find Attorney or any
28 of the authorized time keepers, to 00 the employee~ of the Board of County Commissioners of
29 Momoe County, and they shall be entitled to none ofthe rights, privileges or benefits of employees
30 of Monroe County.
31
32 18.14 Compliance with Law. In carrying out Attorney's obligations under this agreement,
33 Attorney shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the
34 provisions ofthis Agreement, including those now in effect and hereafter adopted. Any violation
35 of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement
36 and shall entitle the County to terminate this Agreement iuunediately upon delivery of written notice
37 of termination to Attorney.
38
39 18.15 Licensing and Permits. Attorney warrants that Attorney shall have, prior to
40 commencement of work under this agreement and at all times during said work, all required licenses
41 and permits whether fedetal, state, County or City.
42
43 18.16 Non-Discrimination. Attorney shall not discriminate, in its employment practices
44 and in providing services hereunder, on the basis of race, color, sex, religion, disability, national
45 origin, ancestry, sexual orientation, gender identity or ""pression, fu.milial status, or age, and shall
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1 abide by all federal and state laws regarding non-discrimination. Upon a determination by a court
2 of competent jurisdiction that such discrimination ha, occurred, this Agreement automatically
3 terminates without any further action by the County, effective the date ofthe court order. Attorney
4 is aware of the provisions ofSeclion 13-10 I through 13-106, Monroe County Code, relating to non-
5 discriminalion, and agrees to abide by the Code's non-discrimination requirements.
6
7 18.17 Claims for State or Federal Ald. Thc County and Attorney agree that each shall be,
g and ;", empowered to apply for, seek, and obtain federal and slate funds to further the purpose ofthis
9 Agreement, provided that all applicatioll5, requests, grant proposals, and funding solicitations by
10 Attorney shall be approved by the County prior to submission.
11
12 18.18 Non-ReUanee by Non-Parties. No person or entity shall be entitled to rely upon the
13 terms, OJ any of them, of this Agreement to enforce or attempt to enforce any third-party claim or
14 entitlement to or benefit of any service or program contemplated hereunder, and thc County and
15 Attorncy agree that neither the County DOr Attorney Or any officer, agent, or employee of each shall
J 6 have the authority to inform, counse~ or otherwise indicate that any particular individual or group
17 of individuals, entity Or entities, have entitlements Or benefits under this Agreement separate and
18 apart, inferior to, or superior to the community in general or fur the purposes contemplated under
19 this Agreement.
20
21 18.19 Attestations. Attorney agrees to execute Ruch documents as the County may
22 reaRonahle require, including a Drug-Free Workplace Statement, and a Public Entity Crime
23 Statement.
24
25 18.20 Signatures of Parties Requl.-ed. This Agreement shaI1 not be effective until
26 executed. by both County and Attorney and received in final executed form by an authorized
27 representative of County.
28
29 18.21 County Authority. This Agreemenl has been at a duly noticed and legally held
30 public meeting conducted in Monroe County, Florida.
31
32 18.22 No Personal Liability. No covenant or Obligation contained in this Agreement shall
33 be deemed to be a covenant or obligation of any member, officer, agent or employee of the Board
34 Of County Commissioners of Monroe County in his or her individual capacity and no member.
35 officer, agent or employee of the Board Of County Commissioners of Monroe County shall be liable
36 personally on this Agreement or be subject to any personal liability or accountability by reason of
37 the execution of this Agreement.
38
39 18.23 Execution in Counterparts. This Agreement may be executed in any number of
40 counterparts, each of which shall be regarded as an original, all of which taken together shall
41 cOll5titute one and the same instrument and the County and Attorney may execute this Agreement
42 by signing any such counterpart.
43
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TIDS AGREEMENT has been signed and executed by the Board ofCounly Commissioners
of Morn'oe County, Florida. and has been signed and executed by Attorney, on the dates indicated
below.
BOARD OF COUNIY CO
OFM~~,
BY:
ATTEST:
MAYOR MARIO DIGENNARO
FEB 2 1 ZOO]
Date:
Deputy lerk
FEB 2 1 ZOO7
~
Date:
~
,. aM Pilul, Hastings, JilioolSll:y. 5. Wulker. UP
i!::./~
~ture
1::>/)~Jllc hW/E/C.
Printed Name
Printed Name
~O.BEP.'1 \~. FR-E'\ LI CH
Mailing Address
515 S. Flower Street, 25th Floor
Los Angeles, CA 90071
City/State/ZlP
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MONROE COUNTY, FLORIDA
STANDARD LEGAL SERVlCES AGREEMENT
(UTIGA nON)
AGREEMENT NUMBER;
CAY LIT 2006-02-02
EXHmlT A
Litigation Identification: Helen & Gregor Emmert v. Monroe County, 2002-CA.52D-P
ReferenCes:
3.2: Limitations to Scope of Representation: County Attorney's office shall serve as co-counsel.
3.4: County expectations and goals: Prompt, efficient, competent representation as lead counsel.
4. : Attorney's Hourly Fee Rate:
Derek Howard $265 PljI hour through 2/1/2007
K~rt I-t . ~LIL\II( 1\ -.$ (liDS
- LA.. t 1> 5'10
9)hr
yfhr
4.4: Approved Additional Time Keepers.
Name:
G~o-\~-t- s,\u f\
C( \l SchJI'\~5
Hourly Rate:
$likD
~ Iffi
8.4: Count;~ Point of Contact:
,
Robert B. Shillinger
Assistant County Attorney
P.O. Box 1026
Key West, FL 33041-1026
(305) 292-3470
(305) 292-3516 (fax)
swm_"'_'=W$Y
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Date: ~ ;)
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