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Item J 1 LEGAL SERVICES CONTRACT THIS AGREEMENT is entered into this day of , 2013, by and between the MONROE COUNTY VALUE ADJUSTMENT BOARD ( "VAB "), and ROBERT TISCHENKEL, ESQUIRE, ( "Attorney "). WHEREAS, the VAB wishes to enter into this Agreement with the Attorney so that the Attorney will act as private legal counsel to the VAB; NOW THEREFORE, IN CONSIDERATION of the mutual promises contained herein, the parties agree as follows: 1. Term: a) The term of this Agreement is for a three year period commencing June 1, 2013 and terminating May 31, 2016. The VAB may exercise one option for an additional two (2) years by approving a Resolution therefor at its final meeting of the 2015 -16 VAB year. The VAB's performance and obligation to pay under this Agreement is contingent upon annual appropriations by the Monroe County Board of County Commissioners and the Monroe County School Board. Should funding be appropriated in amounts insufficient to cover the services under this contract, the required services may be modified in writing and executed by both parties to provide a level of service commensurate with the funding appropriated. b) The Agreement between the VAB and the Attorney, dated August 12, 2008, as amended, shall be null and void upon the execution of this agreement. 2. Scope of Services: The Attorney will provide the following services: Attorney shall attend all meetings of the VAB and all hearings before the Special Magistrates for the VAB, and shall advise the VAB and VAB Special Magistrates on an as- needed basis regarding such legal issues as may arise, including but not limited to valuation, homestead and other exemptions, late filing, and the admission of evidence, and any other legal matters concerning Value Adjustment Board business. Attorney shall, on an as- needed basis, also provide advice to the clerical staff provided by the Clerk to the VAB. If necessary and authorized by VAB, Attorney shall also represent VAB in Court and other administrative proceedings. Attorney has been retained specifically because Attorney, personally, is understood by VAB to be able to handle this matter. Employment of additional individuals, whether attorneys, paralegals, or others, who will bill time to VAB is not permitted without the advance written approval of VAB. 3. Special Conditions Regarding Representation: a) The Client is the Monroe County Value Adjustment Board (VAB), and to the extent ethically permissible, its elected and appointed officers and its employees. In the event that Attorney cannot ethically represent individuals in addition to VAB, Attorney shall advise VAB in writing of that fact immediately. VAB Legal Services feb 2013 sg 2 b) Attorney is licensed to practice law in all jurisdictions relevant to this matter and meets the statutory criteria for private counsel to a value adjustment board in the State of Florida. c) If Attorney practices with others who may also provide services to VAB, he understands that VAB expects that Attorney 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 VAB. Attorney may not delegate or outsource this work without full written disclosure to, and prior written approval from, the VAB. d) Attorney has been retained by VAB to provide the scope of services described in Section 2 above. Attorney represents that he is competent and available to handle all such matters. In the event that additional matters are assigned by VAB to Attorney, this Agreement shall apply to those matters as well, unless a separate agreement is required by the VAB. e) Review of ethical obligations before initiating representation: Attorney has conducted a thorough investigation and determined that neither Attorney nor his firm has any ethical impediment, real or potential, to representing VAB. To the extent that any ethical impediment, real or potential, is discovered or ever arises, Attorney shall immediately inform VAB in writing of the impediment (regardless of whether Attorney believes he 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 VAB, obtain VAB's express, written consent to continue the representation of the other client, and take all steps requested by VAB to avoid or mitigate the impediment. Attorney understands that if a direct or indirect conflict of interest arises which, in the opinion of the VAB, cannot be avoided or mitigated under the Rules of Professional Conduct of The Florida Bar, VAB may, in its discretion, (a) obtain reimbursement from Attorney for all fees and expenses paid to Attorney in this matter; (b) obtain cancellation of all amounts allegedly owed by VAB to Attorney; and (c) obtain reimbursement for consequential expenses incurred by VAB, including the cost of replacement counsel. 4. Payment: The VAB shall compensate the Attorney according to the terms of this Section 4. Payment will be made monthly upon receipt of a proper invoice by the Clerk of VAB with documentation of services rendered, pursuant to the Florida Prompt Payment Act. a) VAB shall pay to Attorney a monthly fixed payment of $1,750.00 (the "Monthly Payment "), less taxes if Monroe County determines that the withholding of taxes is appropriate. The Monthly Payment shall include payment for all legal services rendered by Attorney to VAB in the preceding month, all travel costs, and all other expenses incurred by Attorney during such month, except as provided in Subsection 4b). Attorney shall provide to the Clerk of VAB the first invoice for a Monthly Payment on or about June 1, 2013. b) If VAB directs Attorney to travel outside of Monroe County for VAB business, Attorney's reasonable travel expenses shall be reimbursed in accordance with the Monroe County Code, and summarized on an authorized Travel Form with all receipts attached thereto. VAB will not pay for any markup of expenses. VAB Legal Services feb 2013 sg 3 c) 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 VAB. 5. Termination: The agreement can be terminated by either party with or without cause with 60 days prior written notice. Attorney shall be paid through the date of services rendered. 6. Records: a) Records of the Attorney pertaining to this agreement shall be kept on generally recognized accounting principles, acceptable to the Monroe County Clerk, and shall be available to the VAB or to an authorized representative for audit. Attorney understands that Attorney must have documentation to support all aspects of each bill, including fees and expenses, and must maintain that documentation until at least one year after the termination of the representation. This documentation shall be made available by Attorney to Monroe County, VAB or their designated representative, including an accountant, the Monroe County Clerk or Monroe County Clerk's representative, or legal bill auditor upon 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 Monroe County, VAB or its designated representative may have. Attorney shall notify VAB in writing at least 60 days in advance of destroying any such records and, in the event that VAB requests that they be preserved, shall preserve them at least one additional year or, at the option of the VAB, delivered to the VAB for storage by the VAB, with VAB responsible for paying the actual cost of storage. This documentation shall include, for example, original time records, expense receipts, and documentation supporting the amount charged by Attorney for expense items generated by the Attorney or his firm. VAB reserves the right not to pay any fee or expense item for which sufficient documentation is not available to determine whether the item was necessary and reasonable. Upon the execution of an Agreement or amendment to this agreement by the VAB, Attorney may provide the documentation in digital electronic form in Adobe Portable Document Format (PDF) or in Alchemy format in lieu of the manual preservation requirements detailed above. b) Attorney shall maintain all books, records, and documents directly pertinent to performance under this Agreement, including but not limited to the documents referred to in Section 4 of this Agreement, in accordance with generally accepted accounting principles, consistently applied. Upon ten (10) business days written notice to the other, representatives of Monroe County, the VAB 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 Monroe County, the VAB, 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 VAB Legal Services feb 2013 sg 4 Clerk of Court for Monroe County, the VAB, or their agents and representatives. 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. 7. Modification: Additions to, modification to or deletions from the provisions set forth in this agreement shall be effective only in writing and approved by VAB. If during the term of this agreement the Florida Legislature amends the statutes governing the Value Adjustment Board in such a way as to affect the position of Legal Counsel, then this Agreement shall be modified or nullified, as the case may be, accordingly. 8. Indemnification and Hold Harmless: The Attorney agrees to indemnify and hold Monroe County Value Adjustment Board harmless for any and all claims, liability, losses and causes of action which may arise out of its fulfillment of the agreement. He agrees to pay all claims and losses, including related court costs and reasonable attorneys' fees, and shall defend all suits filed due to the negligent acts, errors or omissions of the Attorney's employees and/or agents. 9. Insurance. Professional Liability Insurance shall be maintained. Coverage shall be $100,000 per claim, $300,000 total limit. A copy of a current Declaration page is attached hereto as Exhibit "A." The coverage provided herein shall be provided by an insurer with an A.M. Best Rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days notice to Monroe County prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to Monroe County and shall be in a form acceptable to Monroe County. Attorney shall provide to Monroe County certificates of insurance or a copy of all insurance policies including those naming Monroe County as an additional insured. Monroe County reserves the right to require a certified copy of such policies upon request. 10. Taxes: The VAB and Monroe County are exempt from Federal Excise and State Florida Sales Tax. 11. Finance Charges: The VAB and Monroe County will not be responsible for any finance charges. 12. Independent Contractor: It is the intent of the parties hereto that the Attorney shall be legally considered as an independent contractor and that neither he nor his employees or agents shall, under any circumstance, be considered servants or agents of the VAB and VAB shall at no time be legally responsible for any negligence on the part of said successful responder, its employees or agents, resulting in either bodily or personal injury or property damage to any individual, firm, or corporation. VAB Legal Services feb 2013 sg 5 13. Disclosure: The Attorney shall be required to list any or all potential conflicts of interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinance. The Attorney shall disclose all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interest which may conflict with the interests of the VAB. 14. Assignment: the Attorney shall not assign, transfer, convey, sublet or otherwise dispose of this agreement, or of any or all of its right, title or interest therein, or his or its power to execute such contract to any person, company or corporation without prior written consent of the VAB. 15. Compliance With Laws: Attorney shall comply with all international, federal, state and local laws and ordinances applicable to the work or payment for work thereof. 16. Force Majeure: The Attorney shall not be liable for delay in performance or failure to perform, in whole or in part, the services due to the occurrence of any contingency beyond its control or the control of any of its subcontractors or suppliers, including labor dispute, strike, labor shortage, war or act of war whether an actual declaration thereof if made or not, insurrection, sabotage, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood, drought, or other act of God, act of any governmental authority, jurisdictional action, or insufficient supply of fuel, electricity, or materials or supplies, or technical failure where the Attorney has exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of this agreement. 17. Governing Law/Venue: This agreement shall be governed and construed by and in accordance with the laws of the State of Florida and constitutes the entire agreement between the VAB and VAB and Attorney. Venue of any court action filed relative to this agreement shall lie in Monroe County, Florida. 18. Antisolicitation: The Attorney warrants that no person has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee and that no member of the Monroe County government or the VAB has any interest, financially or otherwise in the Attorney or its subcontractors. 19. Severability: If any provision of the agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, the remainder of this agreement, or the application of such provision other than those as to which it is invalid or unenforceable, shall not be affected thereby; and each provision of the agreement shall be valid and enforceable to the fullest extent permitted by law. 20. Notice: Any notice required or permitted under this agreement shall be in writing and hand - delivered or mailed, postage prepaid by certified mail, return receipt requested, to the other party as follows: For VAB: For Attorney: Monroe County Clerk Robert Tischenkel, Esq. 500 Whitehead Street 201 Front St., Ste. 331 Key West, FL 33040 Key West, Fl. 33040 VAB Legal Services feb 2013 sg 6 VAB shall give notice to Attorney of any meetings at which the Attorney's presence is required or requested. 21. Ethics Clause: The Attorney warrants that it has not employed, retained or otherwise had act on his behalf, any former Monroe County officer or employee in violation of Section 2 or 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 the provision, the VAB may, at its discretion terminate this agreement without liability and may also, at its discretion, deduct from the agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. 22. Public Entity Crime Statement: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a response on a contract to provide any goods or services to a public entity, may not submit a response/bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit responses/bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract 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 36 months from the date of being placed on the convicted vendor list. 23. General Requirements of Contractors: a) Ownership of Attorney files and work product: Attorney understands that all files and work product prepared by Attorney or his firm at the expense of VAB (or for which VAB is otherwise billed) is the property of VAB. Without VAB's prior written approval, this work product may not be used by Attorney or his firm nor disclosed by Attorney or his firm to others, except in the normal course of Attorney's representation of VAB in this matter. Attorney agrees that VAB owns all rights, including copyrights, to materials prepared by VAB or by Attorney on behalf of VAB. Attorney shall notify VAB in writing at least 60 days in advance of destroying any such records and, in the event that VAB requests that they be preserved, shall preserve them at least one additional year (with VAB responsible for paying the actual cost of storage). Attorney shall provide VAB 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. b) Dispute resolution: Attorney and VAB 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. c) Entire Agreement. The entire agreement between the VAB 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 VAB 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. VAB Legal Services feb 2013 sg 7 d) Captions. The captions set forth herein are for convenience of reference only and shall not define, modify, or limit any of the terms hereof. e) Conflicts in interpretation. The VAB and Attorney agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between them, the final interpretation by the VAB shall apply. fl Adjudication of Disputes and Disagreements. The VAB and Attorney agree that all disputes and disagreements between them shall be attempted to be resolved by a meet and confer session between representatives of the VAB and Attorney. If the issue or issues are still not resolved to the satisfaction of both within 30 days after the meet and confer session, then either shall have the right to seek such relief as may be provided by this Agreement or by Florida law. g) Cooperation. In the event any administrative or legal proceeding is instituted against either the VAB or Attorney relating to the formation, execution, performance, or breach of this Agreement, the VAB and Attorney each agree to participate, to the extent required by the other, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement. The VAB and Attorney each agree that neither shall be required to enter into any arbitration proceedings related to this Agreement or any Attachment or Addendum to this Agreement. h) 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 VAB 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 VAB, except to the extent permitted by the Florida Constitution, state statutes, case law, and, specifically, the provisions of Chapter 125, Florida Statutes. i) Attorney's Fees and Costs. In the event any administrative proceeding or cause of action is initiated or defended by the VAB or Attorney relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to an award of reasonable attorney's fees, court costs, investigative, and out -of- pocket expenses, as an award against the non - prevailing party, and shall include reasonable attorney's fees, court costs, investigative, and out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement or as may be required by a court of competent jurisdiction shall be conducted in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe VAB. j) Authority. Attorney warrants that he and the authorized time keepers are authorized by law and the Rules and Regulations of The Florida Bar to engage in the performance of the activities encompassed by this Agreement. If Attorney is a member of a law firm, either as partner, shareholder, associate, or other relationship, Attorney warrants that he is authorized to enter into this Agreement by Attorney's law firm. k) 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, VAB Legal Services feb 2013 sg 8 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 VAB, effective the date of the court order. Attorney is aware of the provisions of Section 13 -101 through 13 -106, Monroe VAB Code, relating to non- discrimination, and agrees to abide by the Code's nondiscrimination requirements. 1) Claims for State or Federal Aid. The VAB and Attorney agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement, provided that all applications, requests, grant proposals, and funding solicitations by Attorney shall be approved by the VAB prior to submission. m) 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 VAB and Attorney agree that neither the VAB 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. n) Attestations. Attorney agrees to execute such documents as the VAB may reasonably require, including a Drug -Free Workplace Statement, and a Public Entity Crime Statement. o) Signatures of Parties Required. This Agreement shall not be effective until executed by both VAB and Attorney and received in final executed form by an authorized representative of VAB. p) 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 VAB Commissioners of Monroe VAB in his or her individual capacity and no member, officer, agent or employee of the Board Of VAB Commissioners of Monroe VAB shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. q) 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 VAB and Attorney may execute this Agreement by signing any such counterpart. BALANCE OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE TO FOLLOW VAB Legal Services feb 2013 sg 9 IN WITNESS WHEREOF, the parties have executed this agreement the day and year first above written. ATTORNEY By Robert Tischenkel, Esq. (SEAL) VALUE ADJUSTMENT BOARD Attest: AMY HEAVILIN, Clerk OF MONROE COUNTY, FLORIDA By: By: Deputy Clerk Chairman David Rice 0;4ROE COUNTY AS TO FOF � / ev . N M. NT GRIM SLE M N f COU 0 3 3 '1 4 VAB Legal Services feb 2013 sg r - 64 r A �-� Florida jL`��/�/ T A� T ,� Y TERs 541 E. Mitchell Ha (mock Road • Oviedo, Florida 32765 Phone: 800 -i33 -6458 • Fax: 800- 781 -2010 M u t u a l www.flmic.com insurance Company,, Created by The Florida Bar for its members. Lawyers Professional Liability Poli y This is a Claims Made and Reported Policy. Please read it carefully. Declarations Policy Number: 20080227 Item 1. Named Insured: Robert Tischenkel Mailing Address: 201 Front Street, Suite 331 Key West, Florida 33040 Item 2. Policy Period: From 09/01/2012 to 09/01/2013 at 12 : -'1 A.M. Standard Time r t Your Address Shown Above Item 3. Limit of Liability: $100,000 Per Claim $300,000 Total Limit Item 4. Deductible: $10,000 Annual Aggregwe Item S. Premium: $843 Item 6. Forms and Endorsements Attached at Policy Issuance: FLPL - 101 (R.08/01/2011) FLPL -200R (R.08/01/2011) FLPL -103 (R.08/01/2011) FLPL -108 (R.08/01/2011) FLPL -109 (R.08/01/2011) The Po /icy is not valid until signed by Our authori; ed representative. August 14, 2012 - 4'" J L)crte Issued utho '.• . ' -pres • ive FI,PI, -100 (R.08/01/2011) Page 1 of 1