01/20/2012 AgreementDANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE: February 27, 2012
TO: Suzanne A. Hutton
County Attorney
ATTN: Kathy M. Peters
Executive Assistant
FROM: Pamela G. HancdA)C.
At the January 20, 2012, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of Item P4 a Professional Services Contract between Monroe
County and the firm of Johnson, Anselmo, Murdock, Burke, Piper & Hochman, P.A.
Attached is the electronic copy of the above - mentioned for your handling. Should you
have any questions, please feel free to contact this office.
cc: Finance
File
AGREEMENT BETWEEN MONROE COUNTY AND
JOHNSON ANSELMO MURDOCH BURKE PIPER & HOCHMAN P.A.
THIS AGREEMENT, made and entered into this - My of January, 2012, by and
between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA,
( "COUNTY "), a political subdivision of the State of Florida whose address is 1111 12` Street,
Suite 408, Key West, FL 33041 -1026, and Johnson, Anselmo, Murdoch, Burke, Piper &
Hochman, P.A., ( "ATTORNEY regarding the retention of ATTORNEY by COUNTY to provide
legal advice and services.
NOW THEREFORE, in consideration of the mutual covenants and provisions
contained herein, the parties agree as follows:
THE CLIENT
The Client is the COUNTY, and to the extent ethically permissible, it's elected and
appointed officers and its employees, unless COUNTY advises ATTORNEY otherwise.
2. THE ATTORNEY
ATTORNEY is the individual or professional association named above and whose legally
authorized signature appears at the bottom of this Agreement. ATTORNEY is licensed to
practice law in all jurisdictions relevant to this matter. ATTORNEY has been retained
specifically because ATTORNEY is understood by COUNTY to be able to handle this
matter. If ATTORNEY practices with others who may also provide services to
COUNTY, he or she understands that COUNTY expects the ATTORNEY provided by the
law firm the case is assigned to, will be responsible for managing the representation,
assuring compliance of others with the terms of this Agreement and ethical requirements,
preparing and substantiating all bills, and communicating with COUNTY. ATTORNEY
may not delegate or outsource this work to another law firm without full written disclosure
to, and prior written approval from, the COUNTY.
3. TERM OF AGREEMENT
This Agreement is retroactive to January 1, 2011 and is effective upon execution by
ATTORNEY and acceptance and approval by COUNTY in accordance with
COUNTY'S policies, ordinances, or governing statutes. The representation shall
continue until terminated by either the COUNTY, or by the ATTORNEY 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 claims and
lawsuits covered by the COUNTY's insurer, the Florida Municipal Insurance Trust, as
well as other claims or lawsuits assigned to the ATTORNEY by the COUNTY.
4.1 Professional ability to perform work, appointment of contract manager
ATTORNEY warrants that he or she is authorized by law to engage in the
performance of the activities herein described, subject to the terms and
conditions set forth in these contract documents. ATTORNEY shall designate
an individual ATTORNEY to be the contract manager for each matter and the
contract manager shall at all times exercise independent, professional judgment
and shall assume professional responsibility for the services to be provided.
ATTORNEY warrants that he or she and the authorized time keepers are
authorized by law and the Rules and Regulations of The Florida Bar to engage
in the performance of the activities encompassed by this Agreement. If
ATTORNEY is a member of a law firm, either as partner, shareholder,
associate, or other relationship, ATTORNEY warrants that he or she is
authorized to enter into this Agreement by the law firm.
4.2 Management of time keepers
ATTORNEY is responsible for managing the matter cost - effectively and
competently, e.g., by insuring that additional time - keepers are competent,
properly supervised, efficient, and in compliance with the terms of this
Agreement as well as with ethical obligations.
5. REVIEW OF ETHICAL OBLIGATIONS AND POTENTIAL CONFLICTS OF
I NTEREST 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, 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, ATTORNEY 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.
6. PAYMENTS TO ATTORNEY
ATTORNEY shall submit to COUNTY statements for its fees and costs incurred on a
monthly basis. The COUNTY agrees that pursuant to its coverage agreement by and
through the Florida League of Cities and the Florida Municipal Insurance Trust, to pay
all reasonable fees and costs incurred by the ATTORNEY. This includes the actual
cost of postage, court fees, couriers, parking charges including parking charges at
airports, tolls, and taxi charges with supporting documentation as required paragraph
7 of this contract. Mileage and travel expenses are also included with supporting
documentation as required paragraph 7 of this contract. Facsimiles are to be billed at
$.25 per outgoing page, and photocopies at $.15 per page with supporting
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documentation as required paragraph 7.3 of this contract. Mileage shall not be billable
for destinations within fifty (50) miles of attorney's office located at 2455 E. Sunrise
Blvd., Fort Lauderdale, FL 33304.
6.1 ATTORNEY Fee (Hourly)
ATTORNEY will be paid for his or her services based on the number of hours
expended on behalf of COUNTY (rounded to the nearest tenth hour for each
time entry), not to include time billable to or compensated by other clients,
multiplied by the ATTORNEY'S hourly rate.
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.
6.3. Hourly Rates, and Changes to hourly rates
Hourly rates for ATTORNEY and additional Timekeepers will be set at the
same rates charged to the Florida Municipal Insurance Trust, which are
presently:
Timekeeper Rate
Partners /Senior Attorneys $155 /hour
Associates $135 /hour
Paralegals $75 /hour
Partners /Senior Attorneys
Damian H. Albert
Scott D. Alexander
Michael T. Burke
Jeff L. Hochman
E. Bruce Johnson
Michael R. Piper
Tamara M. Scrudders
David M. Schweiger
Christopher J. Stearns
Hudson C. Gill
Christopher Ambrosio
Associates
J. Marcos Martinez
The work of paralegals shall be paid at the rate listed above, however paralegals are
subject to change from time to time, therefore rather than be named individually they
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shall be listed on the invoice with the title "Paralegal" following their name. The work
of paralegals shall not be duplicated by attorneys, duplicated work, if any, will be p a i d
at the paralegal rate, rather than the attorney rate.
ATTORNEY will charge no more than the hourly rate quoted above throughout the
duration, unless a rate change is approved by the Florida Municipal Insurance Trust.
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.
6.5.1. 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.
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.
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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. Monthly bills
Unless otherwise agreed in a writing signed by the COUNTY, bills shall be
issued monthly by ATTORNEY within fifteen (15) days after the close of each
month. ATTORNEY understands that COUNTY requires prompt bills in part to
facilitate effective management of the representation and fees.
7.2. Bill format
ATTORNEY shall provide detailed, itemized bills which shall, at a minimum:
7.2.1 Description
Provide a general description of the matter, to include the name of the
COUNTY department or constitutional officer, if not indicated in the
title of the matter, for which legal services are being performed (e.g.
Richard Roe v. Monroe County —EEO Claim); 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, 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 ATTORNEY'S firm (including paralegals,
employees of ATTORNEY with their titles, subcontractors, independent
contractors, temporary employees, and outsourcing providers).
Personnel, except paralegals who are subject to change, 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
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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 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.
7.3. Reimbursable expenses
Actual cost of postage, necessary long distance telephone calls, overnight or
expedited delivery court fees, couriers, parking charges. with supporting documentation as
required paragraph 7 of this contract shall be paid by the COUNTY. Mileage and travel
expenses are also included with supporting documentation as required paragraph 7 of this
contract. Facsimiles are to be billed at $.25 per outgoing page, and photocopies at $.15 per
page with supporting documentation as required paragraph 7.3 of this contract. Parking
charges at departing and destination airports as well as necessary and reasonable taxi or
common carrier expenses shall be paid by COUNTY with supporting documentation as
required paragraph 7.3 of this contract. Copies of invoices should be provided or a reasonable
explanation if an invoice was not provided or retained. Mileage shall not be billable for
destinations within fifty (50) miles of attorney's office located at 2455 E. Sunrise Blvd., Fort
Lauderdale, FL 33304.
7.3.1.1. Expedited or emergency services
ATTORNEY is expected to avoid using expedited or emergency
services, such as express delivery services, couriers, telecopying,
overtime, and so on, unless necessary because of unexpected
developments or extremely short deadlines. COUNTY may
refuse to pay for any such expenses when incurred routinely or
because of ATTORNEY'S failure to manage the matter
efficiently.
7.3.1.2. Computerized research
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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 agrees to
charge $1.00 per minute for use of Lexis, not to exceed $200 per
file, unless authorized and approved by COUNTY.
7.3.1.3. Photocopying
ATTORNEY is encouraged to use outside copying services if
this will 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 on an expedited basis unless
necessary and approved in advance by COUNTY.
7.3.1.5 Travel Expenses
Travel expenses in excess of $250 may only be reimbursed if
travel is approved in advance by COUNTY or the Florida
League of Cities. 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 for meals in accordance with Florida Statute
112.061. Invoices and receipts should be provided with the
statement for services and if they are not attached, a reasonable
explanation must be provided supporting the expenses incurred
signed by the attorney acknowledging the expenditure. When
traveling by air the boarding pass shall be included with the
invoice or with a signed statement by attorney acknowledging
the expenditure.
Travel within 50 miles of the office of the attorney is not
billable.
7.3.1.6 Travel Time
Travel by more than one time - keeper at the same time to the
same destination is not allowed without prior approval from
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COUNTY. In order to be reimbursed for airline tickets, the
boarding pass or its equivalent shall be attached to the invoice.
7.3.2. Non - reimbursable expenses
The following expenses will in no event be reimbursable without
prior written approval by County Attorney and approval by the
Board of County Commissioners:
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 benefitted 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. (The
fact that ATTORNEY charges other clients or that other firms
charge their clients for an expense does not make it reasonable or
necessary under this Agreement.)
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. 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
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status to COUNTY, including disclosure of the actual amount
paid or to be paid to the individual. Unless COUNTY expressly
agrees in writing to paying additional amounts after full
disclosure by ATTORNEY, ATTORNEY may not charge
COUNTY more than the actual cost paid by ATTORNEY.
7.3.2.4. Expenses not passed through at actual cost
COUNTY will not pay any markup for expenses. COUNTY will
only reimburse the ATTORNEY for their actual approved out -
of- pocket costs and expenses, whether incurred personally by an
approved time - keeper or incurred by other approved personnel
(such as experts, consultants, support services personnel, or
outsourced services personnel).
7.3.2.5. Overhead not charged to CountX
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 are strictly within the discretion of the
COUNTY.
7.3.3. Advance approval of expenses
In addition to the items noted above, ATTORNEY shall obtain advance
approval from COUNTY before incurring any expense in excess of
$1000.00 if ATTORNEY expects to be reimbursed for that expense.
COUNTY may refuse to pay any expense for which advance approval
was not obtained by ATTORNEY.
7.3.4. Copies of receipts for expenses
ATTORNEY shall include copies of receipts for all expenses with the
itemized monthly bill.
7.4. Entertainment
ATTORNEY shall not be reimbursed for costs of entertainment, such as in
room movies, alcoholic beverages, meals other than those for ATTORNEY or
approved timekeeper.
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.
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9. MATTER MANAGEMENT
COUNTY will expect that all communications between ATTORNEY, and additional
timekeepers, and COUNTY will be reviewed by ATTORNEY and that ATTORNEY
will serve as the point of contact for this matter, including billing questions. The
COUNTY contact for this Agreement shall be:
Robert B. Shillinger
Chief Assistant County Attorney
Monroe County Attorney's Office
1111 12 ' Street, Suite 408
Key West, Florida 33040
(305) 292 -3470
(305) 292 -3516 (facsimile)
9.1. Case monitoriniz
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.
9.2. Case control
ATTORNEY shall discuss all significant issues of strategy and tactics,
including motions, discovery, pleadings, briefs, trial preparation, experts, and
settlement, with COUNTY before implementation. ATTORNEY is expected to
exercise independent professional judgment.
9.3. ATTORNEY coo erp ation
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 cooperation
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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 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.
10.1 Prohibition against use of information
This requirement is also intended to prohibit ATTORNEY from using
information obtained from or on behalf of COUNTY, including work product
prepared at COUNTY'S expense, for other client's of ATTORNEY or his or
her firm, without COUNTY'S advance written approval.
10.2 No use of County for marketing purposes
ATTORNEY is not authorized to identify COUNTY as a COUNTY, e.g., for
purposes of marketing or advertising, without COUNTY'S prior approval.
11. OWNERSHIP OF ATTORNEY FILES AND WORK PRODUCT
ATTORNEY understands that all files and work product prepared by ATTORNEY or
his or her firm at the expense of COUNTY (or for which COUNTY is otherwise billed)
is the property of COUNTY. Without COUNTY'S prior written approval, this work
product may not be used by ATTORNEY or his or her firm nor disclosed by
ATTORNEY or his or her firm to others, except in the normal course of
ATTORNEY'S representation of COUNTY in this matter. ATTORNEY agrees that
COUNTY owns all rights, including copyrights, to materials prepared by COUNTY or
by ATTORNEY on behalf of COUNTY. ATTORNEY shall notify COUNTY in
writing at least 60 days in advance of destroying any such records and, in the event that
COUNTY requests that they be preserved, shall preserve them at least one additional
year (with COUNTY responsible for paying the actual cost of storage). ATTORNEY
shall provide COUNTY with prompt access to (including the ability to make copies of)
all ATTORNEY files and work product, regardless of whether the representation or
matter is ongoing and whether ATTORNEY fees and expenses have been paid in full.
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
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12. 1. Disputes regarding Attorney 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 regarding ig nterpretation
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 Leizal or Administrative procedures
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 related to the matter, which is the
subject of this Agreement to COUNTY at the time of filing any administrative or
legal proceeding.
13.
NOTICE REQUIREMENT
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 FOR ATTORNEY
County Administrator and County Attorney
1100 Simonton Street 1111 12` Street, Suite 408
Key West, FL. 33040 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.
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15. 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.
16. FLORIDA GOVERNMENT -IN- THE - SUNSHINE LAW
ATTORNEY agrees that, unless specifically exempted or excepted by Florida law, the
provisions of Chapter 120, Florida Statutes, generally require full and public discussion
of matters to be voted upon by the Board of County Commissioners. ATTORNEY
agrees to consult with the COUNTY ATTORNEY'S office concerning the application
of the Sunshine Law from time to time concerning specific circumstances that may arise
during the term of this Agreement.
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
Statutes, generally require public access to all records and documents which may be
made or received under this Agreement. ATTORNEY agrees to consult with the County
Attorney's office concerning the application of the Public Records Law from time to
time concerning specific circumstances that may arise during the term of this
Agreement.
18. NO ASSIGNMENTS
ATTORNEY 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
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ATTORNEY agrees to forward to COUNTY along with Notice of Termination
or upon receipt of Notice of Termination, depending upon which party
terminates the Agreement, copies of all documents in his or her possession of
any nature whatsoever related to the ATTORNEY'S representation of COUNTY
or obtained due to ATTORNEY'S representation of COUNTY.
19.2 Restriction on Communications
ATTORNEY agrees not to communicate with the public, including the press,
about COUNTY or about this matter.
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 ATTORNEY 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 RESPONSIBILITIES; NON - DELEGATION OF
CONSTITUTIONAL OR STATUTORY DUTIES
This Agreement is not intended to relieve, nor shall it be construed as relieving, either
the COUNTY or ATTORNEY from any obligation or responsibility imposed upon
each by law except to the extent of actual and timely 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.
23. RECORDS
ATTORNEY shall maintain all books, records, and documents directly pertinent to
performance under this Agreement, including the documents referred to in this
Agreement, in accordance with generally accepted accounting principles, consistently
applied. Upon ten (10) business days written notice to the other, representatives of
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either the COUNTY or ATTORNEY shall have access, at all reasonable times, to all
the other party's books, records, correspondence, instructions, receipts, vouchers and
memoranda (excluding computer software) pertaining to work under this Agreement
for the purpose of conducting a complete independent fiscal audit. ATTORNEY shall
retain all records required to be kept under this Agreement for a minimum of five
years, and for at least four years after the termination of this agreement. ATTORNEY
shall keep 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
The COUNTY and ATTORNEY shall allow and permit reasonable access to and
inspection of, all documents, papers, letters, or other materials subject to the Florida
Public Records Law, as provided in Chapter 119, Florida Statutes, and made or
received by the them, unless specifically exempted by State Statute, Rules and
Regulations of The Florida Bar, or case law. COUNTY shall have the right to cancel
this agreement upon violation of this provision by ATTORNEY.
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
15
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 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
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32
33
34
35
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during said work, all required licenses and permits whether federal, state, County or
City.
NON - DISCRIMINATION
ATTORNEY agrees that he or she will not discriminate against any person, and it is
expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement automatically terminates without any further
action on the part of any party, effective the date of the court order. ATTORNEY agrees
to comply with all Federal and Florida statutes, and all local ordinances, as applicable,
relating to nondiscrimination.
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.
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.
COUNTY AUTHORITY
This Agreement has been duly noticed at a legally held public meeting conducted in
Monroe County, Florida. COUNTY'S performance and obligation to pay under this
contract, is contingent upon annual appropriation by the Board of County
Commissioners.
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 $1,000,000. 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.
17
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.
39. EXECUTION BY COUNTY ATTORNEY
Due to litigation, court scheduling constraints and in order to allow ATTORNEY to
begin representation in a timely manner this agreement may be executed by the County
Attorney prior to final approval of the Board of County Commissioners; in the event
that the agreement is not approved by the Board of County Commissioners,
ATTORNEY shall submit an invoice for the time and expenses incurred from the date
of execution by the County Attorney until the Board of County Commissioners voted
not to approve this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
6-asst written above.
P i" j
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Deputy Clerk
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Si ature I ' Signature: E ruc Johnson t - n�
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ACOREY CERTIFICATE OF LIABILITY INSURANCE DATE(MWDD/YYYY)
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THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: 0 the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 0 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). i
CON
PRODUCER 954 -563 -1841 NAM ACT
Gifford Wells Insurance 954- 563 -1849 PHONE FAX
FA X, No): I
750 East Propect Road 1A!C. NO E.n: .—_-
Fort Lauderdale, FL 33334 E -MAIL
Lynette C. Wells ADDRESS:
INSURER C 1
S) AFFORDING COVERAGE NAI
INSURER A: Westchester Fire Insurance Co I
INSURED _ Johnson Anselmo Murdoch Burke INSURER e :
Piper & Hochman, P.A.
P INSURER C : i
2455 E Sunrise Blvd Ste1000
Fort Lauderdale, FL 33304 INSURER D : _ __
INSURER E : `
_ INSURER F : e
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT 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 POUCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. r —
INSR 1 - ADOL1SUB* � POLICY EFF 1 POLICY EXP UMITS
LTR TYPE OF INSURANCE INSR 1
IN POLICY NUMBER (MMIDDIYYYY) (MMIOD/YYYY) I
GENERAL UABIUTY EACH OCCURRENCE I S
1 DAMAGE TO RENTED
COMMERCIAL GENERAL LIABILITY l PREMISES (Ea occurrence) l $ 1
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GENERAL AGGREGATE � S 1
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1 AUTOMOBILE UABILITY c I EaMaBadEeOMSINGLE LIMIT I} $
ANY AUTO - a f BODILY INJURY (Per person) S
ALL OWNED J ff SCHEDULED I BODILY INJURY (Per accident) I S
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HIRED AUTOS I ' AUTOS (Per student) $
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! EXCESS UAB -, CLAIMS -MADE ! I AGGREGATE 1 S
I DED 1 I RETENTION S 1 S
WORKERS COMPENSATION I WC STATU- I OTH -'
AND EMPLOYERS' UABIUTY y 1 N . TORY LIMITS ER
ANY PROPRIETOR/PARTNER /EXECUTIVE ( ;NIA' E L EACH ACCIDENT S
OFFICER/MEMBER EXCLUDED? ±
(Mandatory In NH) E L. DISEASE - EA EMPLOYEE S
11yes,desaibe under
DESCRIPTION OF OPERATIONS below E L- DISEASE - POLICY LIMIT I S
A Professional LPL-G2661 644A 001 11/30/11 11/30/12 Per Claim 2,000,000 1
Liability i I Aggregate 4,000,000
DESCRIPTION OF OPERATIONS /LOCATIONS I VEHICLES (Attach ACORD 101, AddlUonal Remarks Schedule, 11 more space Is required)
Claims -Made Professional Liability, Retroactive Date: Unlimited i
Claim Expenses In Addition to Limit of Liability
$15,000 Aggregate, Damages Only Deductible
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CERTIFICATE HOLDER CANCELLATION
I
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN I
ACCORDANCE WITH THE POLICY PROVISIONS. i
Monroe County
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1100 Simonton Street
Key West, FL 33040 AUTHORIZED REPRESENTATIVE
Lynette C. Wells 6 L ( gip
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®1988 -2010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD