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04/15/2015 AgreementCLERK OF CIRCUIT COURT & COMPTROLLER MONROE COUNTY, FLORIDA TO: Bob lihillinger, County A Itorney ATTN. Kathy Peters FROM. Lindsey Ballard, At the April 15, 2015, Board of County Commissioner's meeting the Board granted approval. anM authorized execution of Item N2 Professional Services Agreement with the law firm of Barnett, Bo Kirkwood, Long & Koche, P.A. for advice and representation of the County in connection wi employment tax issues. I Enclosed is a duplicate original of the above-mentionedfor your handling. Should'youhavea questions, pleasefeelfree to contact my qffice. I cc: County Attorney (electronic copy) Finance (�Iectronic copy) it M111 500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305-295-3130 Fox. 305-295-3663 3117 Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax. 305-289-6025 SCANNED Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax. 305-852-7146 ► + THIS AGREEMENT ( "Agreement ") is made and entered into this 26 day of March, 2015 by and between MONROE COUNTY, hereinafter referred to as Client, and BARNETT, BOLT, KIRKWOOD, LONG & KOCHE, P.A., hereinafter referred to as Firm. WHEREAS, the Client requires certain professional legal services; and, WHEREAS, the Firm represents that it is capable of providing such Services: NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: j3 9M1l4qJA The effective date of this Agreement shall be April 15, 2015. The Agreement shall continue in full force and effect until terminated either by the Firm or by the Client. Monroe County's obligation to pay is contingent upon annual appropriation by the Monroe County Board of County Commissioners. IN 114111 • •- The Firm shall provide advice and legal representation with regard to taxation matters as requested by Monroe County and subject to the prior approval of the Firm, up to a maximum of fifty thousand dollars ($50,000.00). The Firm has conducted a thorough investigation and determined that neither the Firm nor its attorneys has any ethical impediment, real or potential, to representing the County. If any such impediment arises, the Firm shall immediately take steps required by Florida Bar rules to resolve the conflict or withdraw from representation. If a conflict of interest arises that cannot be avoided or mitigated under the Rules of Professional Conduct of the Florida Bar, the County may, in its discretion, (a) obtain reimbursement from the Firm for all fees and costs paid to the Firm in this matter; and (b) obtain cancellation of all further amounts allegedly owed by the County to the Firm. The following are approved time - keepers and their hourly rates: Name David L. Koche Micah G. Fogarty Chris Dingman Hourly Rate $435.00 $250.00 $215.00 In addition to the above, the hourly fee in the range of $200 to $275 will be paid for the services of any associates and the hourly fee of $145 will be paid for the services of any paralegal. Hourly rates may be redetermined in the Firm's sole discretion as of January of each year. COS T S: 1. Travel expenses will be reimbursed in accordance with and at the rate set forth in the applicable provisions for "approved travelers" in the Monroe County Code, and will be summarized on the Monroe County Travel Form with all applicable receipts attached. 2. Other reimbursable expenses will include court filing fees and costs, witness fees (including experts and consultants) and court reporter fees. 3. All other costs will be non - reimbursable, including but not limited to postage (including overnight mail), photocopies, facsimiles, telephone charges, courier charges, and computerized research. RETAINER A retainer will not be required. BILLING All bills shall be sent to the Client on a monthly basis. All bills shall be paid in accordance with Florida Local Government Prompt Payment Act unless there are disputed charges. All billing shall be done in .10 hour increments. Each bill will include a total to date figure on individual cases. The bills will list the names of the attorneys or paralegals working on the matter. Each entry will delineate who has done the work via initials or some other method. The Client will receive early and frequent evaluation of all cases. If the client is not likely to prevail in the litigation, in the Firm's reasonable estimation, the Client will be advised in order to minimize litigation costs, and settle the case. ARTICLE 4 - STANDARD OF CARE The Firm shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by Attorneys under similar circumstances and the Firm shall, at no additional cost to the Client, re- perform services which fail to satisfy the foregoing standard of care. In performance of the Services, the Firm will comply with applicable regulatory requirements including federal, state, and local laws, rules regulations, orders, codes, criteria and standards. ARTICLE 6 - INSURANCE During the performance of the Services under this Agreement, the Firm shall maintain Professional Liability Insurance, which shall be written by an insurance company authorized to do business in Florida. This insurance shall provide coverage against such liability resulting from this Contract. The minimum limits of coverage shall be $3,000,000 per claim and $3,000,000 aggregate with a deductible of $25,000. Any modification to this Agreement requires the express written consent of both parties. 2 Client shall have the right to terminate this Agreement or suspend performance thereof without cause for the Client's convenience upon written notice to the Firm, and the Firm shall have the right to terminate or suspend performance of Services upon written notice to the Client and upon terms consistent with the Rules Regulating the Florida Bar and the State and Federal Rules of Civil Procedure. Neither the Client nor the Firm shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non - performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non - performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions (unless such governmental action is the nonpayment of legal fees). Neither party shall, however, be excused from performance if nonperformance is due to forces which are preventable, removable, or remediable and which the non - performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non - performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 9 — DISPUTE RESOLUTION This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The prevailing party in any proceeding to resolve a dispute under this Agreement shall be entitled to recover reasonable expenses, including attorney's fees and costs. ARTICLE 10 — NOTICE Any notice required to be given under this Agreement shall be in writing and delivered by certified mail, return receipt requested, to the other party as follows: For Monroe County: Monroe County Attorney's Office 1111 12 St. Suite 408 Key West, FL 33040 Tel.: (305) 292 -3470 Fax: (305) 292 -3516 For the Firm: David L. Koche, Esq. Barnett, Bolt, Kirkwood, Long & Koche, P.A. 601 Bayshore Boulevard, Suite 700 Tampa, FL 33606 Tel.: (813) 253 -2020 ext. 111 Fax: (813) 251 -6711 ARTICLE 11 — ETHICS CLAUSE The Firm warrants that it has not employed, retained or otherwise had acts on its behalf any former Monroe County Code officer or employee in violation of Section 2 of Ordinance 10 -1990 or any current County officer or employee in violation of Section 3 of Monroe County Ordinance 10 -1990. For breach or violation of this provision, the County may, at its discretion, terminate this Agreement without liability and may also deduct from the amount owed the full amount of any fee, commission, percentage, gift or consideration paid to the former or present County officer or employee. This Agreement shall be governed and construed by and in accordance with the laws of the State of Florida. f A - MrS 6711. . m E E - I 17 717 rmrd �e excul., f 9teemen as,"; »4 »> first above written. Name: David L. Koche Name: Danny L. Kolhage Title: Sharehold er Title: Mayor El T GAKIVt - UP IU: LM R °p CERTIFICATE OF LIABILITY INSURANCE D 031271 0151) 03/27 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: if the certificate holder Is an ADDITIONAL INSURED, the policy(iss) must be endorsed. 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 endorsementlst- RODUCER Phone: 813 -251 hea Barclay (Tampa) like Shea Fax: 813 -251 00 No. Tampa St., Ste 3530 amps, FL 33602 like Shea lSURED Barnett Bolt Kirkwood long & Koche 601 Bayshore Blvd., Suite 700 Tampa, FL 33606 :OneBeacon Professional ins. D: ��• vctc I lrw14 C numcsC 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 POLICIES. LIMITS SHOWN MAY H AVE BEEN REDUCED BY PAID CLAIMS SR T ry VV TYPE OF INSURANCE POLICY NUMBER MOLL Y EFF MOU ifle*p • LIMITS GENERAL LIABILITY — EACH OCCURRENCE S COMMERCIAL GENERAL LIABILITY 0AW13FT0- 95RTEb_ . _. r - -; PREMISES (Ea occu rrence $ CLAIM&MADE 1 OCCUR MED EXP (A n one person) S PERSONAL &ADV INJURY S ...._ . _- - -------- .... ... ....... _._ - - _ _._ .................... GENERAL AGGREGATE S ,... _ _.... GEML AGGREGATE LIMIT AP PER PRODUCTS COMP/OP AGG $ POLICY I PRO LOC J $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT PPRO Y GE AEW ,(Ea acadent S ANY AUTO D BODILY INJURY (Per person) S ALL OWNED SCHEDULED AUTOS AUTOS W R N/A BODILY INJURY (Per acc+darn) - S 1404-0VVNEO HIRED AUTOS AUTOS $ PR OP RTY DAMAGE {Per a cadent S UMBRELLA LIAR OCCUR EACH OCCURRENCE S EXCESS LIAR i CLAIMS MADE AGGREGATE S DED RETENTION S $ VYORKERS COMPENSATION I UYC STATU- 0TH- AND EMPLOYERS' LIABILITY YIN 0 LMMII ANY PROPRIETORIPs RTNERIEXECUr'VE OF FICERAAEMBER EXCLUDED NIA E L EACH ACCIDENT S ;Mandatory In NH) k Yee descnbe under L DISEASE - EA EMPLOYEE S _ .. _..... _........ __......._...... ., DESCRIPTION OF OPERATIONS below EL DISEASE - POLICY LIMIT $ E &O 1 LAP- 5772 -14 06/08/2014 06108/2015 Per claim 3,000,00 Deductible $25,000 PER CLAIM Aggregate 3,000,00 SSCRIPTK)N OF OPERATIONS 1 LOCATIONS 1 VEHICLES (Attach ACORD 101. Additional Remarks Schedule, N more space is mgWrsd) RIVED VAR 802015 MONWE COUNTY ATTOM& fi DTICIf^ATC uf%r nCs Monroe County Board of County Commissioners MONROEC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE Mike Shea ©1988 -2010 ACORD CORPORATION. All rights reserved. CORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD