Loading...
HomeMy WebLinkAbout07/18/2007 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: October 10, 2007 TO: Suzanne A. Hutton County Attorney ATTN: FROM: Kathy Peters Executive Assistant Pamela G. HancN Deputy Clerk '0 At the July 18, 2007, Board of County Commissioner's meeting the Board granted approval and authorized execution of a Contract between Monroe County and Jerry Coleman, Esq., "on a services needed basis". Enclosed is a duplicate original of the above-mentioned for your handling. Should you have any questions please do not hesitate to contact this office. cc: Finance File.!' AGREEMENT BETWEEN MONROE COUNTY AND JERRY COLEMAN, ESQUIRE THIS AGREEMENT, made and entered into this I f~y of July, 2007, A.D., by and between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, as the legislative and governing body of Momoe County, Florida, and in accordance with the powers enumerated in Section 125.01, Florida Statutes ("COUNTY") and, JERRY COLEMAN, PL., ("ATIORNEYS') hereby enter into this Agreement regarding the retention of ATIORNEYS by COUNTY to provide legal advice and services. WHEREAS, the parties entered into an agreement dated August 17, 2005, for ATIORNEY to provide legal services to the COUNTY; and WHEREAS, ATIORNEY and COUNTY have determined to set forth different and additional conditions of an agreement for legal services; now therefore, IN CONSIDERA nON of the mutual covenants and provisions contained herein, the parties agree as fullows: 1. THE CLIENT The Client is the COUNTY', and to the extent ethically permissible, its elected and appointed officers and its employees, unless COUNTY advises ATIORNEY otherwise. 2. THE ATIORNEY A TIORNEY is the individual or professional association named above and whose legally authorized signature appears at the bottom of this Agreement. A TIORNEY is licensed to practice law in all jurisdictions relevant to this matter. ATIORNEY has been retained specifically because ATIORNEY is understood by COUNTY to be able to handle this matter. If ATIORNEY practices with others who may also provide services to COUNTY, he or she understands that co'UNTY expects that ATIORNEY will be responsible for managing the representation, assuring compliance of others with the terms of this Agreement and ethical requirements, preparing and subsrnntiating all bills, and communicating with COUNTY. ATIORNEY may not delegate or outsource this work without full written disclosure to, and prior written approval from, the COUNTY. 3. TERM OF AGREEMENT lbis Agreement and representation by A TIORNEY is effective as of April 7, 2007, and shall continue on a services needed basis unless terminated by either the COUNTY, or by the ATIORNEY in accordance with ethical requirements and/or the terms of this Agreement. 4. SCOPE OF THE WORK ATTORNEY shall provide legal services and advice to COUNTY regarding land use and real estate issues related particularly but not limited to housing, as more specifically set forth and expressly limited and/or conditioned in Exhibit A. 4.1 Professional ability to Derform work. aopointment of contract manaO'er ATIORNEY warrants that he or she is authorized by law to engage in the perfurmance of the activities herein described, subject to the terms and conditions set forth in these contract documents. A TIORNEY shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. A TIORNEY warrants that he is a sole practitioner operating through a Florida Professional Limited Liability Company, JERRY COLEMAN, P.L., and that at any time he adds to his practice an associate or partner and said person shall be added by contract amendment to be an 1 authorized time-keeper under this agreement as amended, the authorized time keeper(s) shall be 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 ATIORNEY is a member of a law firm, either as partner, shareholder, associate, or other relationship, ATIORNEY warrants that he or she is authorized to enter into this Agreement by the law firm. 4.2 Management of time keepers ATIORNEY 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. 5. REVIEW OF ETIIICAL OBLIGATIONS AND POTENTIAL CONFLICTS OF INTEREST BEFORE INITIATING REPRESENTATION ATIORNEY has conducted a thorough investigation and determined that neither ATIORNEY nor his or her firm has any ethical impediment, real or potential, including but not limited to conflicts of interest, to representing COUNTY. To the extent that any ethical impediment, real or potential, is discovered or ever arises, ATIORNEY shall immediately inform 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 cannot be avoided or mitigated under the Rules of ProfessionaI Conduct of The Florida Bar, COUNTY may (a) obtain reimbursement from ATTORNEY for an appropriate portion of fees and expenses paid to ATTORNEY in this matter where a material ethical breach has occurred and where irreparable prejudice and damages result, as agreed upon liquidated damages; or (b) obtain appropriate cancellation of amounts allegedly owed by COUNTY to ATTORNEY. 6. PAYMENTS TO ATTORNEY ATTORNEY shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk on a schedule as set forth in the contract. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 6.1 ATIORNEY 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, multiplied by the ATTORNEY'S hourly rate. The following minimum billing documentation and time-keeper requirements are a condition precedent to payment by the COUNTY. 6.2. Non-billable time ATTORNEY 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. 6.3. Hourly Rates. and Changes to hourlv rates Hourly rates for ATIORNEY and additional Timekeepers will be set at: Approved Time Keepers: Name: Jerry Coleman, Esq. (billed by firm - JERRY COLEMAN, P.L.) Hourly Rate: $350.00, through December 31, 2007; thereafter the hourly rate shall increase to $500.00 per hour. 2 Name: Shannon McDonald (billed by firm - JERRY COLEMAN, P.L.) Hourly Rate: $65.00 for paralegal work which is covered by Section 57.104, Florida Statutes. Name: Shadrach Neiss (billed by firm - JERRY COLEMAN, P.L.) Hourly Rate: $100.00 for paralegal work which is covered by Section 57.104, Florida Statutes. ATTORNEY 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. 6.4. Discounts to other Clients The rates ATTORNEY will charge COUNTY represent the lowest rates charged by the same time- keepers to other clients for like matters. 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. 6.5. Time keepers As used in this Agreement, the term "time keeper" shall include ATTORNEY and other ATTORNEYS and individuals identified in paragraph 6.3 of this Agreement who will be providing services under this Agreement and who will bill the COUNTY for their services in accordance with this Agreement. 6.51. Duplication 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 meetings, 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. 6.5 .2. Time-keeper changes Time-keepers approved by the COUNTY are listed in paragraph 6.3 of this Agreement, and may be amended from time to time, upon mutual agreement of the COUNTY and the ATTORNEY, to evidence the then-current circumstances. Additional time-keepers may not be added to the matter without advance written approval from COUNTY. In the event that additional time-keepers providing services which are to be billed to COUNTY 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 with the requirements of this Agreement. 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. 6.6. Existing work product To the extent the ATTORNEY makes use of existing work product, e.g., in the form of research previously performed for another client, then ATTORNEY shall bill only that time expended in using that work product for COUNTY. In other words, no premium, markup, or other adjustment shall be made to COUNTY bill for time spent on work already performed. 7. BILLING OF FEES AND EXPENSES ATTORNEY shall comply with the following requirements as to billing fees and expenses as a condition precedent to COUNTY'S obligation to pay each bill: 7.1. MontWv bills Absent extenuating circumstances, unless otherwise agreed in a writing signed by the COUNTY, bills shall be issued monthly by ATTORNEY within fifteen (15), but no later than forty-five (45) days after the 3 close of each month. AITORNEY understands that COUNTY requires prompt bills in part to facilitate effective management of the representation and fees. 7.2. Bill format AITORNEY shall provide detailed, itemized bills which shall, at a minimum: 7.2.1 Description Provide a general description of the matter, including for whom the work was performed, to wit: Monroe County Workforce Housing Task Force, the Division of Growth Management or Housing and Community Development, the Housing and Community Development liaison, the County Administrator, the Monroe County Comprehensive Land and/or the Monroe County Housing Authority, the County Attorney's office, or the BOCC or any of its members, if not indicated in the title or by the description of the matter or task, for which legal services are being performed (e.g. Richard Roe v. Monroe County- EEO Claim); a description of the work performed in enough detail so that each item is distinguishable from other listed items and sufficient to allow COUNTY to determine the necessity for and reasonableness of the time expended, the services performed, the project or task each service relates to, the subject and purpose of each service (where not otherwise made apparent), and the names of others who were present or communicated with in the course of performing the service. For example, simply the word "research" is not acceptable, more detail about the type of research and what was determined by the research is necessary. 7.2.2 Personnel Clearly identify each timekeeper performing services in conjunction with each entry. Clearly identify all persons who are not full-time lawyers employed by the AITORNEY'S firm (including paralegals, employees of AITORNEY with their titles, subcontractors, independent contractors, temporary employees, and outsourcing providers). Personnel who are not listed as additional timekeepers will not be paid unless approved in writing under the requirements of this Agreement. 7.2.3 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 serially performed, it is expected that the services will be aggregated until the total actual time spent meets the minimum billing increment. 7.2.4 Totals and By Task State the amount of time expended by each time-keeper broken down for each task. 7.2.5 Summary of Rates In a summary at the beginning or end of the bill, provide the current hourly rate for each time-keeper, the total time billed by each time-keeper 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 should show the aggregate billing for that matter from the commencement of the matter through the currently-billed month. 7.3. Exoenses 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: 7.3.1 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 fees, and other expenses approved in advance by COUNTY or as listed below: 4 7.3.1.1. Expedited or emerl!encv 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. COUNfY may refuse to pay for any such expenses when incurred routinely or because of ATTORNEY'S failure to manage the matter efficiently. 7.3.1.2. 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 arrangements that reduce the cost of computerized services. 7.3.1.3. Photocopving 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. 7.3.1.4. Transcripts 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 COUNfY. 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 COUNfY to maintain a digital electronic/computerized database of all transcripts. 7.3.1.5 Travel Expenses Travel expenses outside the Florida Keys 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 of Florida Statute 112.321 and of the Monroe County Code for "approved travelers" and shall be summarized on the Monroe County Travel Form by ATTORNEY with all applicable receipts attached thereto. 7.3.1.6 Travel Time Time spent in transit outside ATTORNEY's local area (Monroe County) may be billed only if ATTORNEY or time-keeper is unable to avoid traveling by using other forms of communication or it is determined by the County that travel is in the County's best interest. Travel by more than one time-keeper at the same time to the same destination is not allowed without prior approval from COUNTY. Travel out of area is specifically authorized herein for attendance at meetings of the Monroe County Workforce Housing Task Force. In order for any other travel to be authorized, there must be a specific, request for the ATTORNEY to travel for a County purpose; such request shall be made or approved by a County official (defined for the purposes of this agreement only as one of the following: County Mayor, Planning Director, County Commissioner, County Administrator, County Attorney, Growth Management Division Director, Housing and Community Development Division Director, Monroe County Affordable Housing Coordinator). Travel time shall be billed at the full hourly rate for ATTORNEY under this agreement. COUNTY shall, to the greatest extent possible, attempt to schedule appearances of ATTORNEY at County Commission meetings in Key West, rather than other meeting locations. 7.3.2. Non-reimbursable eJq>enses 5 The following expenses will in no event be reimbursable without prior written approval by the County Attorney, the County Administrator or the BOCC. 7.3.2.1. Personal and Office Costs Meals for time-keepers not related to travel, 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 document handling charges, clerical expenses, stationery and other supply expenses, utilities, and any other expense that is either unreasonable or unnecessary. 7.3.2.2. Experts. consultants. support services. outsourced services. etc. ATTORNEY is not authorized 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 and approval by the Board of County Commissioners. If agreed to 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 terms 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 bills from each provider being sent to both ATTORNEY and COUNTY. 7.3.2.3 Temporary Staffing: 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. 7.3.2.4. Exoenses not passed throul!b at actual cost COUNTY will not pay any markup for expenses. COUNfY 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 experts, consultants, support services personnel, or outsourced services personnel). 7.3.2.5. Overhead not charg:ed 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, the determination of which expenses fall into this category shall be in accord with legal industry custom. 7.3.3. Advance approval of expenses In addition to the items noted above, ATTORNEY shall obtain advance approval from COUNfY before incurring any expense in excess of $1,000.00 if ATTORNEY expects to be reimbursed for that expense. COUNfY may refuse to pay any expense for which advance approval was not obtained by ATTORNEY. 7.3.4. Copies of receipts for expenses ATTORNEY shall include copies of receipts for all expenses with the itemized monthly bill. COUNfY may refuse to pay any expense item until such documentation is provided by ATTORNEY. 7.3.5. Expenses (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 45 days of termination of the representation. ATTORNEY is also expected to cooperate promptly with all 6 aspects of termination and, if applicable, transition to other counsel. Payment for fees and expenses is contingent upon prompt, full cooperation. 7.4. Bill and eJqJense documentation ATTORNEY must maintain supporting documentation for invoices until at least four years after the termination of tbe 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 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. Reasonable time spent in preparing and reviewing original reports and documents (including where ethically required, time reasonably spent on redaction, segregating and the like to protect other clients' confidentiality shall be billable at the ATTORNEY's or other time keepers' then billable hourly rates. 8. 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 according to the Prompt Payment Act. 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. 9. MATTER MANAGEMENT COUNTY will expect that all communications between ATTORNEY, additional time keepers, and the COUNTY will be reviewed by ATTORNEY and that ATTORNEY will serve as the point of contact for this matter, including billing questions. 9.1. Case monitoring COUNTY will be advised promptly by ATTORNEY of all significant facts and developments in the matter so that COUNTY may manage the matter effectively and make 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 form in lieu of paper copies, if requested by County. 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 format of the report shall be in the form required by the COUNTY ATTORNEY. Time preparing such reports shall be billable. 9.2. Case control ATTORNEY shall discuss all significant issues of litigation strategy and tactics, including motions, discovery, pleadings, briefs, trial preparation, experts, and settlement, with the County Attorney before implementation. ATTORNEY is expected to exercise independent professional judgment. 7 9.3. ATTORNEY 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 and handling of the matter. 9.4. COUNTY coooeration 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. 10. CONFIDENTIALITY AND PUBLIC RELATIONS ATTORNEY is not authorized to waive or release any privilege or other work-product protection of information - 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, subject to Bar Rules. 11. OWNERSHIP OF ATTORNEY FILES AND WORK PRODUCT ATTORNEY understands that COUNTY shall have a non-exclusive perpetual license to use the contents of 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). 12. DISPUTE RESOLUTION ATTORNEY and COUNTY agree that if a dispute arises between them that neither shall be required to enter into any arbitration proceedings related to this Agreement 12.1. Disoutes regardinl!: Attornev fees or expenses 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. 12.2. Disputes regardinl!: intelJlfetation COUNTY and ATTORNEY agree that all disputes and disagreements between them regarding interpretation of the Agreement shall be attempted to be resolved by a meet and confer session between representatives of COUNTY and ATTORNEY. If the issue or issues are still not resolved to the satisfaction of both within thirty (30) days after the meet and confer session, then either shall have the right to terminate the Agreement upon ten (10) business days notice in writing to the other party. 12.3 Legal or Administrative orocedures In the event any administrative or legal proceeding is instituted against either the COUNTY or ATTORNEY relating to the formation, 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; institution of any administrative or legal proceeding shall constitute immediate termination of this Agreement. ATTORNEY agrees to forward copies of all documents in his or her possession licensed to COUNTY or related to the matter which is the subject of any dispute arising under this Agreement to COUNTY at the time of filing any administrative or legal proceeding. 12.4 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 of this Agreement, the prevailing party shall be 8 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 the usual and customary procedures required by the circuit court of Monroe County and shall take place in Monroe County. 13. NOTICE REOUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY County Administrator and 500 Whitehead Street Key West, FL. 33041 County Attorney PO Box 1026 Key West, FL 33040 FOR ATTORNEY Jerry Coleman, Esq. JERRY COLEMAN, P.L. 201 Front Street, Suite 203 Key West, FL 33040 14. 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. 15. ENTIRE AGREEMENT The entire agreement between the COUNTY and ATIORNEY 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 ATIORNEY related to this Agreement or the subject matter thereof. 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. 16. FLORIDA GOVERNMENT-IN-THE-SUNSHINE LAW ATIORNEY agrees that, unless specifically exempted or excepted by Florida law, the provisions of Chapter 112 and 286, Florida Statutes, generally require full and public discussion of matters to be voted upon by the Board of County Commissioners. ATIORNEY agrees to consult with the COUNTY ATTORNEY'S office concerning the application of the Sunshine Law from time to time conceming specific circumstances affecting discussions and voting by public officers that may arise during the term of this Agreement. 17. FLORIDA PUBLIC RECORDS LAW ATIORNEY agrees that, unless specifically exempted or excepted by Florida law or Rules and Regnlations of The Florida Bar, 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. ATIORNEY 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 of this Agreement. Time spent by ATIORNEY responding to any Chapter 119 requests shall be billable to the person or entity receiving the production of documents. 9 18. NO ASSIGNMENTS ATIORNEY shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the Board. 19. TERMINATION Either of the parties hereto may terminate this contract without cause by giving the other party fifteen (15) business days' written notice of its intention to do so. 19.1 Documents forwarded to COUNTY ATIORNEY agrees to forward to COUNTY promptly following any Notice of Termination or following receipt of Notice of Termination, depending upon which party terminates the Agreement, copies of any documents appropriately requested by COUNTY in ATTORNEY's possession. COUNTY shall pay all copying or printing charges/costs and for any time keeper time spent preparing such post-termination productions. 19.2 Restriction on Communications ATIORNEY may communicate with the press, about COUNTY or about this matter subject to the restrictions imposed by ethics rules and this Agreement, but shall not bill the COUNTY for time spent communicating with the press unless otherwise approved by a proper COUNTY official designated herein. 20. SEVERABILITY If a term, 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 of this 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 of the original intent of this Agreement. The COUNTY and ATIORNEY agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 21. CAPTIONS The captions set forth herein are for convenience of reference only and shall not define, modify, or limit any of the terms hereof. 22. LEGAL OBLIGATIONS AND RESPONSffiILITIES: 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 ATIORNEY from any obligation or responsibility imposed upon each by law except to the extent of actual and timely performance thereof by the other, in which case the performance 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. 10 23. RECORDS ATTORNEY shall maintain all books, records, and documents directly and materially pertinent to performance under this Agreement, including the documents referred to in this Agreement for a reasonable period, but of no less than one (1) year. 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, subject however to reasonable restrictions for security, privacy, confidentiality and proprietary reasons. ATTORNEY shall retain all records required to be kept under this Agreement for a minimum of one (1) year, and for a year after the termination of this agreement. ATTORNEY shall keep for a period offive years such records as are necessary to document the performance of the agreement 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. 24. PUBLIC ACCESS See Section 17. 25. MONROE COUNTY CODE ETHICS PROVISION ATTORNEY warrants that he or she 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 former 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, and misuse of public position, conflicting employment or contractual relationship, and disclosure of certain information. 26. PUBLIC ENTITY CRIME STATEMENT 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 perform 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 of thirty-six (36) 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. 27. ANTI-KICKBACK 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 11 COUNTY under this Agreement, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 28. MODIFICATIONS AND AMENDMENTS This Agreement may not be modified in any way without the express, written consent of both parties. Any and all modifications and Amendments of the terms of this Agreement shall be in writing and executed by the Board of County Commissioners for Monroe County and by ATTORNEY in the same manner as this Agreement. 29. INDEPENDENT CONTRACTOR 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. 30. COMPLIANCE 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 said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to ATTORNEY. 31. LICENSING ATTORNEY warrants that ATTORNEY and additional timekeepers do presently have, 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. 32. NON-DISCRIMINATION 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, familial 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 ofthe court order. ATTORNEY is aware ofthe provisions of Section 13-101 through 13-106, Monroe County Code, relating to non-discrimination, and agrees to abide by the Code's non- discrimination requirements. 33. 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. 34. 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. 12 35. COUNTY AUTHORITY This Agreement has been duly noticed at a legally held public meeting conducted in Monroe County, Florida. COUNTY'S perfonnance and obligation to pay under this contract, is contingent upon annual appropriation by the Board of County Commissioners. 36. HOLD HARMLESS AND INSURANCE Prior to execution of this agreement, ATTORNEY shall furnish COUNTY Certificates of Insurance indicating the minimum professional liability coverage for ATTORNEY and additional time-keepers in the amount of $500,000.00. ATTORNEY agrees to keep the same amount of coverage or more at all times and to provide proof of said coverage to COUNTY at COUNTY'S request at any time during the term of the Agreement. 37. NO PERSONAL LIABILITY No covenant or obligation contained in this Agreement shall 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. 38. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and the COUNTY and ATTORNEY may execute this Agreement by signing any such counterpart. to ATTORNEY: tkJ ATTORNEY: ature UG.IJe.~ Print Name Address: IN wI..... Ave. 4.(32. z.. DATE: g; 0"1- DATE: C6 - } -O.j--- . r" o~,. ,..., => "7] => ..... r.~ 0 ;'";1 (""') :.:J -l -" 0 C) ..) -u -C~ ::x i-I C) ca C.J ~.-~) 0 CJ 0\ :;: C) <::l -- ).> ~2~~~ (,-:-',--- C')C-;' "', r :> Dal8 13 AGREEMENT BETWEEN MONROE COUNTY AND JERRY COLEMAN, ESQUIRE EXlllBIT A 1. MAITER IDENTIFICATION: ATIORNEY shall act as Consultant to and Legal Advisor for the Workforce Housing Task Force, an advisory board to the Board of County Commissioners of Monroe County, Florida. The primary scope of services shall be to attend the meetings of the Task Force and provide legal counsel to said Task Force and other County officials; working in the area of land use and housing with and/or under the direction of the Monroe County Attorney's Office, County Administrator and other COUNTY personnel identified in this agreement; to draft ordinances and resolutions to enhance the development and preservation of affordable housing and to related land use issues; advising the Board of County Commissioners on such legislation as needed; advise the County on legislation and land use planning and state agency housing and land use matters. As counsel to the Task Force, ATIORNEY shall also advise that board regarding the Florida Government in the Sunshine Law and Public Records Law. 2. LIMITATIONS TO SCOPE OF REPRESENTATION: A. Task Force: ATIORNEY shall advise the Task Force at their scheduled meetings. Discussions with Task Force Members outside of the advisory board meetings shall only be billable if a description of the conversation is provided with the billing and it pertains to the work of the Task Force. B. County Commission: ATIORNEY shall advise the County Commission at their scheduled meetings when requested by one of the persons authorized in paragraph D, below, to do so. Discussions with individual commissioners outside of the Commission meetings shall only be billable if a description of the conversation is provided with the billing and it pertains to the matters approved under this agreement. C. County StatT: ATIORNEY shall consult with and advise the County staff at scheduled meetings, and in preparation therefor. Discussions with staff outside of the Task Force and Commission meetings shall only be billable if a description of the conversation is provided with the billing and it pertains to the matters approved under this agreement. D. Other People: ATTORNEY may bill for any time spent in communications with people with whom he is requested by the Task Force (not an individual member thereof), the County Commissioners, the County Administrator, the County Attorney, the Division Directors of Growth Management and of Housing and Community Development, the executive directors and staff of the Monroe County Land Authority and Housing Authority, and the Housing and Community Development liaison, to meet or consult. Discussions outside of the Task Force and Commission meetings shall only be billable if a description of the conversation is provided with the billing and it pertains to the matters approved under this agreement. ATIORNEY is authorized under this agreement to advise or consult with other parties or representatives of municipalities regarding their projects or potential projects where they relate and further unified coordination and sharing of housing and land use knowledge and resources within the Florida Keys. ATTORNEY may choose to provide similar services to others and bill those parties for such services, as long as the County is not billed for the same time spent and 14 paid for by the other client. ATTORNEY shall not act as or be deemed by mere association with other work for the COUNTY to be a negotiator of contracts or other official authority for affordable housing or other land use transactions for the County, or as a representative of the COUNTY, with respect to any property, development or redevelopment rights, development or application reviews or approvals of any kind, except where such role is expressly requested by the County and the duty to perform such a role for the COUNTY is expressly accepted by ATTORNEY with specificity as to the transaction involved. This provision is expressly intended to preserve the COUNTY's confidential and attorney-client protections for every expressly mutually accepted matter upon which ATTORNEY performs accepted work (without limitation of the COUNTY's rights to waive or condition any such protections) and to also prevent any inadvertent or implied conflict of interest that would deprive or unduly restrict the ATTORNEY's ability to work in Monroe County or elsewhere in this state on land use and real estate or other matters for private or governmental clients, even where they might be or become adverse to the COUNTY, where a direct conflict of interest arising from simultaneous or substantial past representations does not exist. This provision is also meant to prevent limitation of consumers of legal services in Monroe County from engaging the ATTORNEY and the unreasonable preclusion of ATTORNEY from representing such third parties on land use and other matters where ATTORNEY has merely been in attendance at public meetings or the like where matters that ATTORNEY has not materially dealt with on behalf of the COUNTY are placed upon an agenda or discussed, or where ATTORNEY has merely been sent or copied, for instance, with an e-mail along with Task Force members or County staff in what are otherwise public documents or communications. In no case shall general legal consulting on land use legislation be construed to preclude ATTORNEY from ever working for private or other governmental clients on matters where legislation the ATTORNEY may have worked on may come into play in such matters. However, the ATTORNEY and COUNTY agree that, unless conflict of interest is waived by the COUNTY according to ethical rules, ATTORNEY prior work only on the following matters precludes ATTORNEY from working on the following matters for the listed non-COUNTY clients (or their substantially same successors-in-interest) who were involved in such matters: OVERSEAS REDEVEWMENT COMPANY (or CORTEX or KEYS CARIBBEAN or entities substantially identified with Timothy Keonig) (Matter - Overseas Trailer Park Purchase and Lease) CARLISLE GROUP (and "SEA GRAPE" affiliates or entities substantially identified with Uoyd Boggio) (Matter -Falcon Pass/Sea Grape Marathon Purchase and Lease) PARK VILLAGE LLC and ISLANDER VILLAGE LLC (or entities substantially identified with Edwin Swift)(Matter - Park Village and Islander Village Purchase and Lease) HABITAT FOR HUMANITY OF KEY WEST & WWER KEYS, INC. (Matter - current Big Coppitt parcel redevelopment) TRADEWlNDS II LLC (or entities substantially identified with Peter Rososco )(Matter - Tradewinds II Purchase and Lease) ROY's TRAILER PARK (or (or entities substantially identified with Michael Browning)(Matter - Roy's Trailer Park Purchase and Lease) Any other contact or meeting with County officials and developers or property owners wherein ATTORNEY did not engage in any significant follow-on work for the COUNTY or 15 such other parties in any matter discussed shall not be deemed a conflicting representation, consultation or relationship unless ATTORNEY and COUNTY expressly agree to have ATTORNEY work on the matter or issues involved in the future. The COUNTY and COUNTY ATTORNEY's OFFICE expressly acknowledge the that foregoing and prospective potential conflict of interest limitations on ATTORNEY's right to practice will not inhibit the ATTORNEY's ability to practice and will not constitute in their reasonable and considered judgment any violation of Florida Bar Rule 4-5.6. 16 - , ACORD," CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDDIYYYY) 10/01/07 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Sun coast Insurance Associates ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE P.O. Box 22668 .' - -.,-.- " HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ., " ' ALTER !THE COVERAGE AFFORDED BY THE POLICIES BELOW. Tampa, FL 33622-2668 . , i ! 813 289-5200 ; r- , INllURER!> AFFORDING COVERAGE NAIC# INSURED INSURERA:!American Guarantee & Liability Ins. Jerry Coleman, P .L. r'c ,. INSuRER B: ! h 201 Front Street, Suite 203' . INSURER c:; Key West, FL 33040 INSURER D:' , INSURER E: Clienl#' 7700 COLEJER3 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER p~..~SY EFFECTIVE Pg~~.r EXPIRATION LIMITS .!!!,NERAl LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABiLITY DAMAGE TO RENTED . I CLAIMS MADE D OCCUR MED EXP (Anyone person) $ - PERSONAl & ADV INJURY $ - GENERAL AGGREGATE $ n'L AGG~EnE FLlMIT APMS PER: PRODUCTS - COMP/OP AGG $ POLICY P~Ri LaC ~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (EaaCCident) f-- f- AlL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) f- f- HIRED AUTOS ,(~ BODilY INJURY '(f ~:C $ NON-QWNED AUTOS (Per accident) f- f- PROPERTY DAMAGE $ (Per aCCident) RGE UABILITY \0- J.(f/ AUTO ONLY. EA ACCIDENT $ ANY AUTO EAACC $ OTHER THAN AUTO ONLY: AGG $ pESSIUMBRELLA LIABILITY EACH OCCURRENce $ OCCUR D CLAIMS MADE AGGREGATE $ $ R DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND I TIf!.~vSr~~;, I IOJ~- EMPLOYERS' LIABILITY ANY PROPRIETORlPARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? E.L DISEASE - EA EMPLOYEE $ g~~I~~~b6~~~~s below EL DISEASE. POLICY LIMIT $ A OTHER Lawyers LPL8968513-4 09/09/07 09/09/08 $1,000,000 ea claim Professional $1,000,000 ann agg Liabilitv DESCRIPTION OF OPERATIONS f LOCATIONS f VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Professional Liability is written on a claims-made basis. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Monroe County Board of County DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL --1D- DAYS WRITTEN Commissioners NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL c/o Kathy Peters, Monroe County Attorney's Office IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR PO Box 1026 REPRESENTATIVES. Key West, FL 33041-1026 ~EDREPR~TIVE ....,.. Ql..~ - ACORD 25 (200t/08) 1 of 2 #5152764/M151718 KJS @ ACORD CORPORATION t988 . IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S (2001/08) 2 of 2 #S152764/M151718