Item O4County of Monroe
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BOARD OF COUNTY COMMISSIONERS
Mayor George Neugent, District 2
The Florida. Key
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Mayor Pro Tem David Rice, District 4
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Danny L. Kolhage, District I
Heather Carruthers, District 3
Sylvia J. Murphy, District 5
County Commission Meeting
March 15, 2017
Agenda Item Number: 0.4
Agenda Item Summary #2698
BULK ITEM: Yes DEPARTMENT: County Attorney's Office
TIME APPROXIMATE: STAFF CONTACT: Christine Limbert (305) 292 -3470
No
AGENDA ITEM WORDING: Approval of Consent to Assignment and Amendment with West
Law Group PLLC, the successor firm of Pannone Lopes Devereaux & West LLC, effective March 1,
2017 and authorization for the County Attorney to execute related documentation.
ITEM BACKGROUND: The County entered into an Agreement with the law firm of Pannone
Lopes Devereaux & West LLC ( "PLDW ") on September 16, 2015 for specialized legal services to
assist with the agreement for the gasification project. Mr. Steven "Tip" Torres, a member of PLDW,
has been very valuable and insightful in assisting legal staff on matters relating to the project and has
proven to have a level of expertise in this area that has been extremely beneficial to the County. The
County Attorney received notification that West Law Group PLLC will be the successor to PLDW
Municipal Infrastructure Team effective March 1, 2017. In order to continue our contractual
relationship with Mr. Torres and his successor firm a "Consent to Assignment" is necessary. The
Consent to Assignment and Amendment also revises the public records language to include the new
statutory language as required by F.S. 119.0701. Staff also request authorization for the County
Attorney to execute related documentation, as attached and as may be needed by the firm in its
transition.
PREVIOUS RELEVANT BOCC ACTION: Approval of Agreement at 10/21/15 BOCC meeting.
CONTRACT /AGREEMENT CHANGES:
Assignment of contract to successor firm and add Public Records language
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Consent to Assignment - PLDW
Correspondence and Ackowledgment to be signed by County Attorney
PLDW Original Agreement REDUCED .PDF
FINANCIAL IMPACT:
Effective Date: March 1, 2017
Expiration Date: Completion of Services
Total Dollar Value of Contract: $50,000.00
Total Cost to County: $50,000.00
Current Year Portion: $300.00 /hour
Budgeted: Yes
Source of Funds: 67507 - 530318
CPI: No
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No
Grant:
County Match:
Insurance Required:
Additional Details:
If yes, amount:
None.
REVIEWED BY:
Bob Shillinger
Completed
02/25/2017 2:55 PM
Christine Limbert
Completed
02/27/2017 10:49 AM
Budget and Finance
Completed
02/27/2017 3:10 PM
Maria Slavik
Completed
02/28/2017 7:30 AM
Kathy Peters
Completed
02/28/2017 10:04 AM
Board of County Commissioners
Pending
03/15/2017 9:00 AM
CONSENT TO ASSIGNMENT AND AMENDMENT TO AGREEMENT
This Consent to Assignment and Amendment to the Agreement dated September 16` 2015 is
entered into this 15` day of March, 2017, by and between Monroe County, a political subdivision of the
State of Florida, hereafter COUNTY, and PANNONE LOPES DEVEREAUX & WEST LLC (PLDW)
hereafter ASSIGNOR, and WEST GROUP LAW PLLC (WGL), hereafter ASSIGNEE.
WHEREAS, on September 16, 2015, the COUNTY and PLDW, ASSIGNOR entered into a
contract to provide legal services and representation to the COUNTY; and
WHEREAS, COUNTY received notice that Attorney Steven Torres and other attorneys of the
Municipal Infrastructure Team will be leaving the firm of PLDW /ASSIGNOR and forming a new firm
WLG /ASSIGNEE effective March 1, 2017; and
WHEREAS, the Agreement needs to be amended to include the new statutory language imposed
under Chapter 119, Public Record law;
Now therefore, in consideration of the mutual promises of the original agreement as amended
herein, the parties agree as follows:
The Assignor assigns to Assignee all the Assignor's rights, title and interest in the original
agreement.
In consideration for such consent, the Assignee agrees to be bound by all the terms and
conditions of the original agreement, as amended.
The Agreement dated September 16th, 2015, as amended herein, remains in full force and
effect.
The County consents to the assignment of the agreement, from the Assignor to the Assignee
This Assignment is effective retroactively to March 1, 2017.
Paragraph 17 of the Agreement shall be amended to read as follows:
Public Records Compliance. Attorney must comply with Florida public records laws, including but
not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The
County and Attorney shall allow and permit reasonable access to, and inspection of, all documents,
records, papers, letters or other "public record" materials in its possession or under its control subject to
the provisions of Chapter 119, Florida Statutes, and made or received by the County and Attorney in
conjunction with this contract and related to contract performance. The County shall have the right to
unilaterally cancel this contract upon violation of this provision by the Attorney. Failure of the Attorney
to abide by the terms of this provision shall be deemed a material breach of this contract and the County
may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party,
be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This
provision shall survive any termination or expiration of the contract.
The Attorney is encouraged to consult with its advisors about Florida Public Records Law in order to
comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Attorney is required to:
(1) Keep and maintain public records that would be required by the County to perform the service.
(2) Upon receipt from the County's custodian of records, provide the County with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost that
does not exceed the cost provided in this chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the contract term
and following completion of the contract if the Attorney does not transfer the records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in
possession of the Attorney or keep and maintain public records that would be required by the County to
perform the service. If the Attorney transfers all public records to the County upon completion of the
contract, the Attorney shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Attorney keeps and maintains public records
upon completion of the contract, the Attorney shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the County, upon request from the County's
custodian of records, in a format that is compatible with the information technology systems of the
County.
(5) A request to inspect or copy public records relating to a County contract must be made directly
to the County, but if the County does not possess the requested records, the County shall immediately
notify the Attorney of the request, and the Attorney must provide the records to the County or allow the
records to be inspected or copied within a reasonable time.
If the Attorney does not comply with the County's request for records, the County shall enforce the
public records contract provisions in accordance with the contract, notwithstanding the County's option
and right to unilaterally cancel this contract upon violation of this provision by the Attorney. A Attorney
who fails to provide the public records to the County or pursuant to a valid public records request within a
reasonable time may be subject to penalties under sectionl 19.10, Florida Statutes.
The Attorney shall not transfer custody, release, alter, destroy or otherwise dispose of any public
records unless or otherwise provided in this provision or as otherwise provided by law.
IF THE ATTORNEY HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
ATTORNEY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, BRIAN BRADLEY AT PHONE# 305- 292 -3470 BRADLEY -
BRIAN(&,MONROECOUNTY- FL.GOV, MONROE COUNTY
ATTORNEY'S OFFICE 1111 12 Street, SUITE 408, KEY WEST, FL
33040.
2
(SEAL)
Attest KEVIN MADOK, Clerk
By
Deputy Clark
Witness:
si
Printed NanirJTltic
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By-
Mayor /Chairman
PANNONE LOPES DEVEREAUX & WEST LLC.
(AS SIGN )
Signaturz
Br
Pri rc1 N: aefritle
Date. 2 97,j7---
WEST GROUP LAW PLLC (WOL)
; �= I � 246
:aao. A (A).94 Rn n6 P2.1
Printed NarnelTitle
Date; :1 1-7
February 1, 2017
Bob Shillinger
Monroe County Attorney's Office
Monroe County, Florida
1111 12 Street, Suite 408
Key West, FL 33040
Re: New Law Firm, West Group Law PLLC
Dear Mr. Shillinger:
As you are aware, I will be leaving Pannone Lopes Devereaux & West LLC ("PLDW "), with
members of my Municipal Infrastructure Team, to form a new law firm, West Group Law
PLLC, effective as of March 1, 2017. Attorney Steven Torres, whom you have worked with
directly, will be moving with us to the new firm.
In order to initiate a change in counsel and commence an orderly transfer of files, I would ask
that you inform PLDW of your decision to remain as my client. It is my hope that l will
continue to serve you in my new setting; however, it is your option to make this decision.
PIease state your request by executing the attached form and returning it to PLDW Partner
Brian J. Lamoureux no later than February 24, 2017 either via email (bjl @pldw.com) or
facsimile (401- 824 - 5123).
Please do not hesitate to contact me if you have any questions, and thank you for your
understanding and cooperation.
Sincerely,
Teno A. West
--- z
. 1
Monroe County, Florida wishes to continue being represented by Teno West and the Municipal
Infrastructure Team at West Group Law PLLC. Please transfer to him all records, files, and
property in the possession of Pannone Lopes Devereaux & West LLC as quickly as possible.
Monroe County, Florida
By:
Dated: 2017
�v
WEST GROUP TenoA. West,Esq.
LAW PLLC 914- 898 -2400
February 16, 2017
PRIVILEGED AND CONFIDENTIAL
ATTORNEY- CLIENT COMMUNICATION
Bob Shillinger, County Attorney
Monroe County Attorney's Office
1111 12th Street, suite 408
Key West, FL 33040
Re: Engagement of West Group Law PLLC
Dear Mr. Shillinger:
Thank you for retaining WEST GROUP LAW PLLC ( "WGL ") to represent Monroe County with
respect to the legal services discussed below. This letter will confirm our representation and outline
the scope of our services. Enclosed are WGL's Terms of Engagement, which outline the firm's
policies and obligations in connection with this attorney - client relationship.
The anticipated scope of services (the "Services ") to be rendered with respect to this engagement
will include legal services to research, review, draft and negotiate a waste supply contract with
Energy3 for development of a gasification facility for disposal covered waste generated in Monroe
County. We will also provide legal advice, counsel and support to County Attorney's office and
County officials in conjunction with contract and project development.
I will serve as the supervising attorney with respect to this engagement; however, the Services to
be provided may involve partners, of counsel, senior counsel, associates, and paralegals. The
billing rates to be charged for this engagement will be $300 per hour for all attorneys. The hourly
rates to be charged by the lawyers and paralegals are reviewed annually and should we determine
that a rate adjustment is warranted for this engagement you will be notified in advance of any
change.
All services provided with respect to this engagement will be billed on a current basis with monthly
invoices sent to you that will contain full detail as to the specific effort, hourly rates, and
reimbursable expenses incurred by WGL on your behalf.
16 E. Washington Street, Suite 2, North Attleboro MA 02780 1 fl Main Street, Suite 510, White Plains, NY 10601
P:914-898-2400 U914-898
www.WestGroupLaw.com
Bob Shillinger
County Attorney
Monroe County
February 16, 2017
Page 2
The engagement will commence upon receipt of a fully executed engagement Ietter. If you agree
to the terms described above and the attached Terms of Engagement, please execute and return the
enclosed copy of this Ietter in the enclosed self - addressed, stamped envelope. Please be assured
that although the Terms of Engagement appear formal, they are intended to make certain that we
have fully disclosed the terms of our engagement prior to commencing legal work on your behalf.
Once again, thank you for the opportunity to assist you in this matter.
Sincerely,
WEST GROUP LAW PLLC
Teno A. West, Esq.
Principal
Enclosures
ACKNOWLEDGED AND AGREED TO
this ....... day of � , 2017
4848 - 2947, v, 1
TERMS OF ENGAGEMENT
This document confirms our respective obligations to each other and how our charges will
be determined and billed. Experience has shown that an understanding of these matters will
contribute to a better relationship between us, and that in turn makes our efforts more productive.
Our engagement and the services that we will provide to you are limited to the matters
identified in the accompanying letter. Please note that the Terms of Engagement and cover letter
constitute our entire agreement, and that there are no other oral or written arrangements relating to
the engagement.
Any changes in the scope of our representation as described in the letter must be approved
in writing by the firm. The scope of this engagement is limited to legal services and you agree to
provide us with the factual information and materials we require to perform such services, and it
is our understanding that you will make such business or technical decisions and determinations
as are appropriate. WEST GROUP LAW PLLC does not provide tax, business, investment, or
accounting advice.
Confidentiality and Related Matters
As a matter of professional responsibility, we are required to preserve the confidences and
secrets of our clients. The legal privilege for attorney- client communications exist to encourage
candid and complete communication between a client and its lawyer and it is possible to perform
beneficial services only if we are aware of all information that might be relevant to our
representation. The attorney - client relationship with you will be based on mutual confidence and
unrestrained communication that will facilitate our proper representation of you with respect to
this matter. Please note that it is your responsibility to provide a complete and timely outline of
the information and documents that are requested or in which you believe are essential to this
engagement. In those instances in which we represent a corporation or other entity, our client
relationship is with the entity and not with its individual executives, shareholders, directors,
partners, or persons in similar positions, or with its parent, subsidiaries, or other affiliates, unless
otherwise agreed in writing.
Fees and Billing
The fees charged for services rendered are guided primarily by the time and labor required;
however, we also consider other appropriate factors, such as the novelty and difficulty of the legal
issues involved; the legal skill required to perform the particular assignment; time - saving use of
resources (including research, analysis, data and documentation) that we have previously
developed and stored electronically or otherwise in quickly retrievable form; the fee customarily
charged by comparable firms for similar legal services; the amount of money involved or at risk
and the results obtained; and the time constraints imposed by either the client or the circumstances.
In determining a reasonable fee for the time and labor required for a particular matter, we
consider the ability, experience, and reputation of the lawyer or lawyers in our firm who perform
the services. To facilitate this determination, we internally assign to each lawyer an hourly rate
based on these factors. Time is recorded and billed in one -tenth hour (six minute) increments.
4848.1260- 2947, v 1
We will seek to assign lawyers to various tasks at the lowest hourly rates possible and
consistent with the skills, time demands, and other factors influencing the professional
responsibility involved in each matter. As circumstances require, the services of lawyers in the
firm with special skills or experience may be sought when that will either (a) reduce the legal
expense to you; (b) provide a needed specialized legal skill; or (c) help move the matter forward
more efficiently.
Out -of- Pocket Expenses. In addition to legal fees, you are responsible for the
reimbursement of out -of- pocket expenses that we have advanced on your behalf which will be
itemized on each statement. Advanced expenses generally will include such items as postage, filing
fees, recording, certification, and registration fees charged by governmental bodies. Our internal
charges typically include such items as toll calls, facsimile transmissions, overnight courier
services, mileage, certain charges for terminal time for computer research and complex document
production, and charges for photocopying materials sent to the client or third parties or required
for our use. We may request an advance cost deposit (in addition to the advance fee deposit) when
we expect that we will be required to incur substantial costs on behalf of the client.
During the course of our representation, it may be appropriate to engage third parties to
provide services on your behalf which would include consulting or expert testimony, investigators,
providers of computerized litigation support, and court reporters. In order to preserve the "work
product" protection afforded to such services, our firm may assume responsibility for retaining the
appropriate service providers. You are agreeing to be responsible for the payment of all fees and
expenses directly to the service providers or reimbursement to WEST GROUP LAW PLLC for
payments made on your behalf.
Billing. If you require, statements will be forwarded to you on a monthly basis and
each statement is due when rendered. The statement will include a summary of each matter for
which legal services are rendered and a fee is charged.
In the event that invoices are not paid in a timely manner, we reserve the right to
discontinue services (including, without limitation, withdrawing as counsel in any litigation
matter) and if a statement has not been paid within thirty (30) days from the date of the statement,
we may impose an interest charge of 1.25 percent per month (a 15 percent annual percentage rate)
from the 30th day after the date of the statement until it is paid in full. Interest charges apply to
specific monthly statements on an individual statement basis. Any payments made on past due
statements are applied first to the oldest outstanding statement, including accrued interest. In the
event that collection proceedings are required, the firm is entitled to recover its attorneys' fees and
expenses.
Queslions Aboul Our Bills. If you should have any questions concerning an invoice, please
direct your inquiry to either myself or the Billing Department at 914- 898 -2400 (Direct). Our goal
with respect to this engagement is for you to be satisfied with the representation which will make
every effort to be efficient and reasonable in terms of legal fees for the services rendered. We will
attempt to provide as much billing information as you require and in such customary form that you
desire, and are willing to discuss with you any of the various billing formats we have available that
best suits your needs.
M
4848 -1260- 2947 v 1
Arbitration of Fee Dispute
We have the sole and exclusive right to withdraw from representing you in any matter
(including a litigation matter) if any of our fees or costs are not paid when due. Any disputes
regarding non- payment of fees or costs or the reasonableness of any fees or costs billed by us shall
solely and exclusively be submitted for resolution to the fee arbitration procedure established by
the New York Bar Association; provided, however, consent of WEST GROUP LAW PLLC shall
be required where the client fails to raise a good faith dispute to payment prior to initiation of
collection proceedings against the client. Any such arbitration shall take place in White Plains,
New York. The result of any such arbitration shall be binding on both the client and WEST
GROUP LAW PLLC to the fullest extent permitted by law.
Relationships with Other Clients
During the term of this engagement, we agree that we will not accept representation of
another client to pursue interests that are directly adverse to your interests unless (a) WGL
reasonably believes that we will be able to provide competent and diligent representation to you
and the other client(s); (b) the representation is not prohibited by law; (c) the representation does
not involve the assertion of a claim by you or the other client against the other in the same litigation
or other proceeding before a tribunal; and (d) you and the other client give us your respective
informed consent, confirmed in writing.
Terminalion
Upon completion of the matter to which this representation applies, or upon earlier
termination of our relationship, the attorney- client relationship will end unless you and we have
expressly agreed to a continuation with respect to other matters. The representation is terminable
at will by either of us; however, the termination of the representation does not terminate your
obligation to pay all fees and expenses incurred prior to the termination.
Your agreement to this engagement constitutes your acceptance of the foregoing terms and
conditions. If any of the terms and conditions are unacceptable to you, please advise in order that
we may resolve any differences and proceed with a clear, complete, and consistent understanding
of our relationship.
9
4848 - 1260 -2947, v. 1
WEST GROUP LAW PLLC
PRIVACY STATEMENT
WEST GROUP LAW PLLC is committed to safeguarding the confidential information of its
clients. As required by our profession's ethical and legal obligations, maintaining the
confidentiality of your personal information is one of our primary responsibilities. Consistent with
these obligations we are sending you this privacy notice to help you understand how we handle
and protect the personal information we collect.
The nonpublic personal information we collect from a client depends upon the scope of the client
engagement. It may include:
Information we receive from you, including name, address, telephone number, Social
Security number and information about your financial status, such as employment, income,
monthly expenses, and assets; and
Information about your transactions with third parties, including information regarding
your financial status and financial history.
Consistent with the ethical obligations of our profession, we hold all nonpublic personal
information provided to our firm by its clients in the strictest confidence. We also limit access to
your information to those attorneys and staff members who have a professional reason for knowing
the information and to other persons who are assisting us in the representation and to whom you
have permitted us to disclose the information. We do not provide non - affiliated persons, firms or
companies with your personal information unless you have authorized such disclosure or such
disclosure is permitted or required by law.
As technology continues to advance, you can be sure that we will maintain the physical, electronic,
and procedural safeguards necessary to keep your personal financial information confidential and
secure. WEST GROUP LAW PLLC will notify you of any changes in its ethical obligations
applicable to your confidential information or in the firm practice with respect to discharging such
obligations.
We value your trust and are firmly committed to protecting the security and privacy of information
that you share with us.
4
4848 -1260- 2947, v, 1
AGIREEMENT BETWEEN MONROE COUNTY AND
PANNONE LOPES DEVEREAUX & WEST LLC
Tl,l,]SAC. Ili :EM EN this ' day` ay of Septem ber, 2 -0 15, by an d betweeri
4Lff -
the BOARD OF COUNI Y COMMISSIONf"16 OF VIONROF C6UNI'Y FLORIDA. ("COUNTY"), a
political subdivision of" the State of Florida whose address is 1100 Simonton Street, Key West, Florida
33040, and PANNONE LOPES DEVF-REAUX & WESTLIX ('TILDW"and - A`l -- F0IkNEY regarding the
retention of ATTORNEY by COUNTY to provide legal advice and services.
WHEREAS, it is In the public interest of" COUNTY to have legal representation as Set Out below,
and
WHEREAS, the ATTORNEY has agreed to provide legal representation to the COUNTY as set
Out below.
NOW T)e EREFORE, in consideration of the mutual covenants and provisions contained herein,
the parties agree as follows:
The Client is the COUNTY. acting by and through its duly elected and appointed officers and its
eniployees.
2. THE ATTORNEY
ATTORNEY is a limited liability corporation named above and whose legally authorized signature
d
appears at the bottom of this Agreement. ATTORNEY is licensed to practice law in New York-
MaSSaChUSettS and Florida, 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, lie or she understands that COUNTY expects that ATTORNE'Y will be
responsible for managing the representation, assuring compliance oil 'others with the terms of this Agreen and
ethical requirements, preparing and substantiating all bills, and communicating witli COUNTY. ATTORNEY
may not outsource this work WithOLIt fitill writteii diSCIOSUrC to, and prior written approval froln, he COI JNTY.
3. TERM OF AGREEMENT
This Agreement and representation by ATTORNE T
Y is effective upon execution by AT EIY OI�N
and acceptance and approval by COUNTY in accordance with COUNTY'S policies, ordinances, or
governing statutes. The representation shall contimie until terminated by either the COUNTY, or by the
ATTORNE in accordance with ethical requirements and /o € terms of this Agreement.
4. SCOPE OF THE WORK
Our representation is limited to providing legal services and advice to Monroe County, Florida
( in colillection with:
Research, review, draft arid negotiation of a waste Supply contract with Energ " L,LC for
r�y-)
0 V I I
development of as gasification facility bor disposal covered waste generated in Monroe County and
provide tile County Attorney and County officials legal advice. COLUIsel and support in coll Willi
contract and project development.
We may agree to further limit or expand the scope of our representation from time to time.
provided that we confirm any SLICII changes in writing, which may be accomplished by einail.
Our only client in this matter will be Monroe County, Horida, and our firm will not be
repi any other entity or person in connection with this matter.
4.1 Professional ability to perform work. appointment of contract rnanagc
A'11"ORNEY warrants that lie 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 inanagei for cacti 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 lie 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. IfATTORNEY is a member
of a law firm, either as partner, shareholder, associate, or other relationship, ATFORNEY warrants that lie
or she is authorized to enter into this Agreement by the law firm,
4.2 MaqLag,�Ln
ATTORNElY is responsible for nianaging the matter cost-effectively and competently, e.g., by
insuring that additional tinie-keepers are competent, properly supervised, efficient, and in compliance
with tile terms of this Agreement as well as with all ethical obligations set forth in the Rules of
Professional Responsibility of F'lorida Bar.
5. REVIEW OF ETHICAL OBLIGATIONS AND POTENTIAL CONFLICTS OF INTEREST
"5 INITIATING;;; , REPRESENTATION
ATTORNEY has conducted as thorough investigation and determined that neither AI not his
or ]let 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 tile impediment (regardless of whether
ATFORNEY believes he or she has taken all steps necessary to avoid the impediment and regardless of
whether ArroRNEY believes that the impediment is insubstantial or questionable), make Rill disclosure of
tile SitllatiOtl to COUNTY, obtain COUNTY'S express, written consent to continue the representation of the
other client- and take all other reasonable steps to avoid or ril
1 1_,ate the impediment- Notwithstanding the
foregoing, COUN`FY understands and agrees that ATFORNEY may in tile filture represent clients before
COUNTY in unrelated matters. COUN"I"Y agrees to consider reasonable waivers of these conflicts in accordance
with Rule 4-1.7 of the Rules oil' Professional Conduct of The I'lorida Bar- a copy of which is attached as Exhibit
"A", as such RUIC may apply to tile particular matter.
6. PAYMENTS TO ATTORNEY
ATTORNEY shall submit to CIOUNTY invoices with supporting documentation acceptable to the
(Icrk oil a schedule as set forth in tile contract, The total dollar amount of this contract shall not exceed
g P065 5 02 -, V I t
$58,000.00. Acceptability to the Clerk is based on generally accepted accounting principles and mucll
laws, rules and regulations as rnay govern the Clerk's disbUrsal of' funds. All services provided with
respect Na this agreernent will be billed on o current basis with nionthly invoices sent to yon dhal will
oomtuu full detail as to the specific effort, hourly rates, and reimbursable cspcomca incurred by
ATTORNEY oil COUNTY'S behalf'.
hJ Attorney Fee fflqurj�).
/\l will be paid for his or her services based on the number of hours. on be of
CO[DNl (rounded to the nearest tenth hour for each bnme entry), not to include drne billable to or
cooryeuaukxd by other clients, multiplied by the ATTORNEYS hmurl v rate. ]h� f�lUov�in� miwimumm
billing documentation and <imue-keeper requirements are m condition precedent to payrnun1 by the
COUNTY.
6.2 Non tirne
ATTORNEN will bill COUNTY only for tinle reasonably and necessarily incurred to render professional
services om COUNTY'S behalf iu accordance with this Agreement. Time attributable uoNUingqueStious
is not billable. Time expended hv{inzo-keupom who have not been approved by COUNTY im also not
6. Hourly Rates, q
our
Tile ATTORNEY has agreed to8blended rate of $300 for all attomtcys.
Approved 'rime :
Name: Hourly Rate:
S\eveu` $300.00
Ten0A.West $300{0
Reoat4Benodiui $300.00
/\n\h0nyGal|QQe $300.00
WIlliam A. 1-awrence $300.00
ATTORNEY will charge no monrd)mm dxC houdv rate quoted above throughout the durat of'
the niuttcr, umlumm otherwise agreed in writing and approved by COUNTY in the mon)e ozuuocr as
Agreement. The hourly rate N be changed by Ilic lawyers and paralegals are reviewed annually and
should ATTORNUN determine that a rate adjnstrnent is warranted ftir t1lis, enoagen the COUNTY will
he notified in advance of any obao�o�
6.4 Discounts to other Clients
Tberotcssethonhobovoaredhomcuorrem{bou6vrokeaubmgudtoodxero]ientsof/\TFORN FY.
M does moL have a special government rate that is applied to all g
,overnincatal on{hiny who
may he n client of/\l`[0KNEY but agrees that ifA] creates epcoiuU government rate for the
tirne keepers set forth herein or sLibsequently approved, that rate shall apply to COUNTY in this ilialter.
6.5
AS used in this Agreement, the term "time keeper" shall include AT[OKNFY and other ATTORNEYS
and individuals identified in paragraph 63 of this Agreement who will be providing set under this
Agreement and who will bill the COUNIX for their services in accordance with this Agreement.
6.5[ PLi �Iicati(�)n of effort
Unless COUNTY approv im obtained, ATTORNEY will not have more than one
bill fbrCourk mppmanancoa, uUmzduuu* at depositions and meetings, including meetings with COUNTY
representatives, and internal conferences, 0owovur with advance COUNTY approval, ATTORNEY moy
have more than one time-keeper present at the administrative hearing in this matter and each attorney and
timekeeper Shall be paid mt their rate established in, paragraph number 63. lnfhe event that more than one
person attends, only the 1imuo of the person with the highest rate will be billable. ATTORNEY is not
pemnitted to use this matter bo provide oil the job training for mtiouu-keepmr.
Approval 0mrudion oil the part of the /\7][(}RNF"\' may be accomplished by \ottmc cnnmkL or
verbally by tile County Attorney m' his/her designee, if verbal approval is given the attorney ooay vmrifv
that approval byonouii(o ATTORNEY urCLERK (as necessary for billing purpuacs).
6�5.2
Tirne-keepers approved hv tile COUNTY are listed in paragraph 63 oJ this Agreement, and may bm
amended 0rorntime tohrne, upon ��l agreement ofthe COU'N"IY and the ATTORNEY, to evidence tile
then-current civumoustmnoea. Additional time-keepers may be added by mm/eodnomn1 to this agreement and
appnuwm| by the Board o[CowntyCmronuiasiomers. ]n the event that additional brnx-keepersproviding services,
which are 10 he billed 1oCOUNTY. are k)he added. U»cu their hourly rates shall be provided 10 COUNTY in
,advance, and, upou written approval by the C(}UJN1"/ their rates and billing practices shall comply with the
requirements ofthio/\o Je enuecn. COUNTY expects to receive discounts or other concessions so that any
increases or obumgem in drns-kecpurm will not noou|{ in uomeoensury or unreasonable charges 10
COUNTY, e.g., for training,, internal conferences, and nmunugcmmoL
6.6 ' Exi ' sting work product
]o the extent the ATTOBJN£Y mmkus mye Of existing work product, e.g., in the 1"orm o[rcaeurdh
previoumUy ud for another client, t Al~[0KNEY shall bill only that time expended ill usin�that
work product for COUINTY. In other words. no premium, markup, or other a shall be rnade to
COUNTY bill Gacdme spent on work e]xcudy performed.
7� BILLING OF FEES AND EXPENSES
ATTORNEY shall comply with tho CoUknwia� requirements as to billing Kcea and expenses as
condition precedent to COUN'ry's obligation to pay each bill:
7.1 Monthlvbills
Unless otherwise aoreed in a writing signed by the COUNTY, bills shall be issued monthly by
ATTORNEY within fifteen ()5) days after the close of each month. ATTORNEY understands that
CO0N'[Y requires Prompt bills iu part {ofacilitate effec mmum�me�o[ t �p��nt�kmoud��.
7.2 Bill forniat
ATTORNEY shall provide detailed, hmmized bills which shall, m1ominimmom:
7.2.1
Provide ogeneral description o[ the moo1ber,to include the nucnunfLhe COUNTY department or
Coueti1udomul officer, if not indicated in the th]u of the naotAer for which legal set are being
perform (u.o, Richard Bec v. Monroe County—EE(} Claim), udemc6[dion of tile work performed in
enough duuui| nm that each ikemm is distinguishable bnco other listed items and sufficient to allow
COUNTY to determine the necessity for and ncma*umbleneao of dle finue expended, dlc services
performed, the project or |mah each service nm|atun |o, the mo6imut and purpose of each service, and the
names of others who were present or cmnouuuiomied with in the course of' performing Ulo service. For
exmnnp|o, simply the word ^^rusomrch is not acceptable, more du1ui| about tile type of research and vvbu1
wwmJeterrnmcd by the momeuruh is necessary.
7.2.2 Personnel
Clearly identify each timekeeper performing set in CO with each entry. Clearly
identify oD pmsoum who are om4 ��N��mn� Uon��,s cmpk�vmd hw #n� ATTORNEY'S firm (including
paralegals, ennplVycu* of /\TT()KNE\' with their titles, subcontractors, independent cmoLnocturm,
temporary employees, and outsourcing providers). Personnel who are not listed as additional tinickeepers
will not be paid unless approved in writing under tile requirements of this Agreement,
7.2.] Time Records
Record tile time expended by each timo-keepor separately. Ill those situations where theminitrimm
hUiiug increment exceeds the aoP/oU time spent oil a task and several of these "minor" tasks are
ed, it is expected that the services will be aggregated until \he total uotuui time spent ineets the
millinlUiri billing increment.
7.2.4 Totals and Bv Task
State tile anmunto[firne expended by each broken dow for each task.
7.2.5 Surnrrtar�Lof Rates
It is understood that the hHUoo rate is o blended na|c of $300 per hour For all uHomncys. In o
stinimary at the beginning or end of tile bill, provide the CUrrent hourly rate for each time-keeper, the total
time billed by each dme~kccper in Nm| bill, ihe pnxiyot m[Ube total time uud hourly ngu For each time-
keeper, dle total fees ukorge(], and are reconciliation between the amount charged and any applicable
*admmtmd or budgeted amount. bytask. In addition, each monthly nKmiumuu1 should show the aggregate
bi\|iug for that nnuUcr hnm the omnmencenmcm{u[the matter dbromgUn the oorroody-bi|led month.
(1005 025vU|
7. 3 Lx s
COUNTY will pay the actual, reasonable cost of the [' expense items il' incurred in
accordance with the guidelines below (a cop) of' the form used by the County is provided for your
convenience as "Exhibit __) and promptly itemized in ATTORNEY'S monthly bill:
73. 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. In order to receive reimbursement Attorney must attach
copy of invoice from overnight or expedited delivery, Couriers, long distance carriers and indicating
which calls are related to this agreement. All charges shall be reasonably documented on invoices to
demonstrate that the charge is related to this agreement.
7.3.1 1 I�x o
�.)edited �,r ctnPLr_,(__)eI1cy s
ATI'ORNEY 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 AT'I"ORNEYS failure to manaoc the matter efficiently.
7.3.1.2 Compm—telized research
ATFORNI"Y is expected to use computerized research services cost-effectively to reduce time
- monitoring computerized research to insure that the charges
spent on research, for example, while closely-i es 1�
are reasonable and necessary. XrroRNEY is expected to pass through to COUNTY any discounts or
other arrangements that reduce the cost of computerized set All charges shall be reasonably
documented on invoices to demonstrate that the charge is related to this agreement.
7.3,13 Photocorwilm
ATTORNEN 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. ATTORNI is responsible ]"or insuring that all copying complies with
copyright obligations. All charges shall be documented on invoices to demonstrate that the charge is
related to this agreement.
7.3.1.4 . Transer'
is- �Mts
Transcripts Should not be ordered without prior approval front COUNTY. "Franscripts should not
be ordered on art expedited basis unless necessary and approved in advance by COUNTY. ATTORNI Y
should obtain digital electronic/computerized copies of' transcripts when available at a reasonable cost to
Z-1
avoid charging for time spent digesting or indexing transcripts, and to allow COUNTY to maintain a
digital clectronic/computerized database ofall transcripts.
� P065 5 02 S V I �
7.3 , I 5 Tnave I Uxpcnsess
"I"ravel expenses within tile ATTORNEYS local area, defined as a radius of 50 miles from tile
tirrickeepeCs office, will not be reimbursed and time in transit is not billable.
Travel expenses Outside the local area may only be reimbursed if the travel was approved in
advance by COUNTY. Reitilbursable travel expenses are the cost of transportation by the least expensive
practicable rileans, (e.g., coach class air travel), tile cost of reasonable hotel accommodations, and the cost
of transportation while out of town (e.g., by cab or rental cat whichever is reasonable, at the lowest
available rate). Cab fare to and from the origmatint airport, is rentibursable. Expenses will be reimbursed
in accordance with the appi icable provisions of Florida Statute l 1 2..32 1 for "approved travelers" and of
the Monroe County Code Article XXVI and shall be summarized on the Monroe County Travel Form by
A with all applicable receipts attached thereto (*See Exhibit A")
7.3.1.6 Travel Tine
Time Spent in transit outside Atlorney"s local area may be billed only if ATTORNEY or tinle-
keeper is unable to avoid traveling by Using other fim of communication or it is determined by the
County Attorney that travel is in the County's best interest. 'Travel by more than one time-keeper at the
saine time to the same destination is allowed with approval from COUNTY ATTORNEY. In order to be
rehribm for airline tickets, the boarding pass shall be attached to the invoice.
Approved travel time during tiornial business hours, defined weekdays from 8:30 a.m. to 6:00
p.m., will be billed at the hourly rate listed for the timekeeper in paragraph 6.3 of this Agreement.
I-
Approved travel tinic outside of normal business hours will be billed at one-half the hourly rate listed for
the timekeeper ill paragraph 6.3 of this Agreement.
73.2 Noii-reinibLirsablee,\peii
The following expenses will in no event be reimbursable without written approval by County
Attorney and approval by tile 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 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. (The fact that ATTORNEY charges other clients or that other firms charge
their clients flor all expense does not make it reasonable or necessary under this Agreement.)
T32).2 Experts, consult c�cdservjc's, etc.
A is not aUth0riZCd 10 retain experts, additional Counsel, consultants, Support service,",,
or the like. Outside ATTORNEY'S law firm, without approval by County Attorney. if agreed to
ATTORNEY will be responsible for selecting( and managing the set-vices of others so that their services
C71 Z-1
and expenses will be rendered in accordance with the let of this Ag reement, reenient, including, terms applicable
z
to ATTORNEY, NITORNEY will manage others to obtain cost-cfl'ective services for COUNTY. LJnless
t1 V 11
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 ]Leniporar� t 5L offino
,
A_FFORNEY will riot bill COUNTY for the time and expenses of' temporary employees,
including so-called " "Temps " or contract ATTORN11"YS or other staff from outside companies. nos
. wOWSOLWCC" 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 tile
employee's temporary or short-term status to COtJNTY, including disclosure of tile actual amount paid or
to be paid to the individual. Unless CO[JNTY expressly agrees in paying writing g to additional arTIOUnts
paying
after full dISCIOSUre by AT TORNEY, ATTORNEY may not charge COUNTY more than the actual cost
paid by ATTORNEY.
7.3.14 Ex_pciase
MJNTY 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 (MtSoLirced services personnel).
7.3.2.5 Overhead not charged to COLIFItV
COtJNTY will not pay for any - expense" items that are in fact pail of ATTORNEYS 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 COtJN'I'Y.
73.3 Advance aj2RrQvqt
. . .... . _g1'expenses
ATTORNEY shall obtain approval from COUNTY ATTORN!"'Y before incurring V , any expense in
excess of $1,000.00 if ATTORNEY expects to be reimbursed for that expense. COUNTY, in its
discretion, may refuse to pay any expense for which approval was not obtained by ATTORNEY.
7.3.4 (
Lo)j�� )
L - t L
ATTORNEY shall Include copies oil' receipts for all expenses with tile itemized monthly bill.
COUNTY may refuse to pay any expense item fear which documentation is not provided by ATTORNEY.
7.3.5 EApe�nd i s af'tct tc-i„n qation
Upon termination of tile representation, ATTORNEY shall promptly bill COUNTY for ally
remaining reimbursable expenses and fees. COtJNTY 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 aspects of termination and, if applicable, transition to other counsel. Payment for fees and
expenses is contingent upon prompt, full cooperation.
�1 V I '
7.4 B . .11 an d c x - rise dgoc!,—Jrnen t4 itic ILI
—i ae
ATFORNF'Y uILISt maintain supporting documentation for UIVOiCCS until at least one year after
the termination of tile representation. This documentation shall be made available by ATTORNEY to
COUNTY (or COUNTY'S designated representative, it-lClUding an accountant, the County Clerk or
County Clerk's representative, or legal bill auditor) upon COUNTVS 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. ATTORNF ' Y shall notify COUNTY in writing at least 60 days in advance ot'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 tile COUNTY, delivered to the COUNTY for storage by the
COUNTY, with COUNTY responsible for paying the actual cost of stora This documentation shall
include, for example, original time rec o r ds, expense receipts, and documentation supporting the amount
charged by ATTORNEY for expense items generated by ATTORNFY or his or her firm. COUNTY
reserves the right not to pay any fee or expense item for which sufficient documentation or expense item
lor which sufficient documentation is not available to determine whether the item was necessary and
reasonable.
7.5 Entertainment
ATTORNEY shall not be reimbursed for costs of entertainment, such as in roorn movies and
alcoholic beverages. Furthermore, only meals for A'I"I"ORNI,-,Y and/or approved timekeeper shall be
reimbursed in accordance with tile provisions in this Agreement.
8. PAYMI TERMS
ATTORNF.'Y'S request lor payments and reimbursements may be made in either the
A'FFORNI-.',Y'S name or the name of the AITORNUN'S law firm, as appropriate. ATTORNEY bills
complying with this Agreement are due and payable according to the Prompt Payment Act. Ifthe bill
materially fails to comply with the requirements or this Agreement, then it is not due and payable until
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ATTORNEY remedies its deficiencies.
9. MATTER MANAGEMENT
COUNTY will expect that all communications between A'FTORNEY, and additional
timekeepers, and COUNTY will be reviewed by ATTORNFIN find that ATTORNEY will serve as tile
point of contact for this matter, including billing questions. The COUNTY contact for this Agreement
shall be:
Robert Shillinger, Esq.
I I I I 1 2 1 "' Street, Suite 408
Key West, Florida 33040
(305) 292-3470 (office)
(305) 292-3516 (facsimile)
5,,hillinoer-BoN V4 - V;
, lit 0
1 PW 02 V 1 01
9.1 Case jximlit—or-
COUNTY will be advised promptly by ATTORNEY cif all significant facts and developments in
the matter so that COUNTY may manage the matter ell"ectively and make informed decisions about
strategy, tactics, settlement, scheduling, costs, and other related matters. COUNTY will promptly receive
frorn 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, - Ill i rr o i - copy oil' the COUNTY'S file, maintained by
A-rrORN EY . For discovery materials or exhibits that are lengthy, ATTORNEY should discuss thern with
COUNTY before providing a copy, Documents available in digital electronic/computerized form should
be provided in that form in lieu o paper copies, if requested by County, Additionally, AI may
be required to submit, oil a monthly basis, a case status and progress report to be submitted to the Board
oil' 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. ATTORNE'Y is expected to exercise independent professional judgment.
Z�
9.3 ATTORNEY cooperation
ATTORNEY will cooperate with COUNTY or COUNTY 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 c
ArrORNI"Y shall be lead counsel oil the matter; however. ATI 0RNEIY agrees that the lawyers
employed by the Mouroe County Attorney's Office may enter all appearance as CO-COLmsel in the matter.
ATTORNEY should consult with COUNTY ab0LJI all opportunities for COUNTY to save money or make
use (if COUNTY'S expertise to assist in, e.t.a., responding to discovery, preparing for trial, locating
'7
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 REILATIONS
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 keel) all confidential, privileged, or secret information confidential. This requirenient is perpetual,
i.e., it will continue even after the termination of the relationship and this Agreement.
I O1 Prohibition against use ofinforiliation
This requirement is also intended to prohibit ATTORNEY from using information obtained frorn
or oil behalf of COUNTY, including work product prepared at COUNTY'S expense, for other client's of
ATTORNEY or his or her firm, without ( IOUNTYS advance \vrit approval.
11'065502 V I,'
10.2 No use ofCoainty for markeethu u ses
ATTORNEY is not authorized to identify COUNTY as a COUNTY, e.g., for PLIJ 01'
marketing or advertising, Without COUNTVS approval.
11. OWNERSHIP - OF ATTORNEY FILES AND WORK PRODUCT
ATTORNEY understands that all files and work product prepared by AT"I'ORM-1Y 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 written approval, this work product may not be used by ATTOR�[.,Y
or his or her firm not disclosed by ATTORNEY or his or her firm to others, except in the normal Course
of ATTORNEYS representation of COUNTY in this matter, ATTORNEY agrees that COUNTY owns
all rights, including copyrights, to materials prepared I)y CO11N'FY or by ATTORNEY on behalf of
COUNTY. M 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 there 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 it" a dispute arises between them that neither shall be
required to enter into any arbitration proceedings related to this Agreement
12.1 Qjsj3ute- -,MtQ-r1-1eYf(ca eXMCII:s s
ATTORNEY and COUNTY agree that all disputes regarding ATTORNEY'S fees or expenses
are to be resolved pursuant to tile procedures and practices for mediation by the Attorney Consumer -
Assistance Program of the Florida Bar.
1 2.2 12jsputes regarding interp!�ctation
COUNTY and ATTORNEY agree that all disputes and disagreements between them regarding
interpretation of tile Agreement shall be attempted to be resolved by a nice( and confer session between
representatives of COUNTY and ATTORNEY. If tile 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 (1 C1) business days notice in writing to tile other party.
Le
-- & , a] or Administrative pi�u:g�
In the event any administrative or legal proceeding is instituted against either the COUNTY N
ATTORNEY relating to tile formation, CXeCU1i0[l= 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 tile Substance of this
Ag reement; institution of any administrative or legal proceeding shall constitute immediate termination of
this Agreement. ATTORNEY agrees tea forward copies of all documents in his or her possession related to
�1 V 1 I
(lie matter, which is the subject of this Agreement to COUNTY at the time of filing any administrative or
legal proceeding.
12.4 AT'j"ORNEY'.5 l=e 5—
In the event any administrative proceeding or cause of action is initiated or defended by the
COUINTY or ATTORNEY relative to the enforcement or interpretation of this Agreement, the prevailing
Marty shall be entitled to all award of reasonable ATTORNEY'S fees, and court costs, as all award against
tile tion-prevailing party, and shall include reasonable ATTORNEYS fees, and Court Costs 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 I RUICS Of Civil
Procedure and tile usual and customary procedures required by the circuit court of Monroe County and
.shall take place in Monroe ColilltY.
13. NOTICE REQUI]REMENT
Any notice required or permitted under this agrcenient 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 County Attorney
1 100 Simonton Street PO Box 1026
Key West, FL. 33040 Key West, FL 33040
FOR ATTORNEY
Pannone I apes Devereaux & West LLC
81 Main Street, Suite 301
Providence, RI 02908
14. GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed ill accordance with the laws of the State oi'
Florida applicable to contracts made and to be performed entirely in the State. Ventiefor any legal action
which may arise Out of or under this agreement shall be in Monroe County, Florida.
ENT] IZE AG REEMENT
'rhe entire agrcenici i I between the COUNTY and A'TTORN FY Nv i th respect to tile subject Matte 1
hereof is contained in this Agreement, This Agreement supersedes all oral and written proposals and
coniniunications between the C0LJNTY and AT"YORNEY 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 i s in writing and signed by the party against whom the waiver, amendment Or
11 V I '
nxodiDcation is cla Jhis Agreement shall be bindi upon and hnrc to the benefit of the pan ^
hereto, their permitted successors and assigns.
16+ FLORIDA GOVERN M T-1 N-THE-S UNSH IN E LAW
/\TT{>KN FY agrees that, unless specifically exempted or excepted by Florida law, tile provisions
of Seodum 286.011, Florida Statutes, generally require full and public discussion of matters to be voted
upon by the E\*ond of [ouury Commissioners. ATTORNEY agrees to cmmmu|k with the COUNTY
'�TT0RN��`Y office oon«erning the application of" tile Sunshine Lmvv from time to time concerning
specific uirownus1oocma that may arise during the term of this /\gnoeozenL
17. FLORIDA PUBLIC.RECORDS LAW
ATTORNEY agrees that, muUemm specif exempted or excepted by Florida law or Rules and
Regulations of The Florida Dar, the provisions of Chapter |l9 Florida Statutes, generally require public
access to all records and dauunzouts vvbic]z may be made or received under this Agreement. ATTORNEY
aurees to consu It with tile County Attorney's office concerning tile application of the Public Records Law
from timme to time concerning specific circumstances that may arise during the henu of this fkgomonocnt.
ATTORNEY ia required Under Chapter I[9,I'hxido Statutes to:
A. Keep and maintain public records that ordinarily and necessarily would horequired
b public agency in order to perform the service.
B. - uvidc tile public with access to public records on (lie same 1*mmu and conditions
that the public agency would provide the records and at a cost that does [lot exceed
the cost provided iu this chapter oramotherwise provided by law.
C. Emaurcthu1puhlioreoncdeUha&mrccxenuptoroeofidmntiohaudoxcnmpthompvhUiu
records disclosure requirements are not disclosed except as authorized by law.
[). Meet all requirements for retaining public records and transfer, at no cost, to the public
agency all public records in possession oftlie contractor upon tertnination of the contract
and destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. All records stored electronically mmnsAbo
provided totile public agency in m Format thu{ is compatible with the inCormmtium
technology systems o[ tile public agency.
18. NO ASSIGNMENTS
ATTORNEY slialinot assign or subcontract its obligations under this agreement., except in
wrdn� with idhtke prior written approval of the Board w[Coun{y Commissioners of Monroe County.
vvh\ch approval obm|i be yuhioot to such conditions and provisions as the Board may deeno necessary.
"I'llis Paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or
auhuoutruotor shall comply with all of tile provisions of/his /\gnemrouu1. 0n\enm mspmean|y provided for
1heroio, such approval shall in no manner urevent be Jee/ned 10 impose any mddi\lmum} obligation upon
tile Board.
<110655(25 v |>
19. TERMINATION
Either of the parties hereto may terminate tills contract without cause by giving the other party
fifteen (15) bUsiness days written notice of" its intention to do so.
lu t)ocmne jts_fi,)rvyarde Is�N l`
_
ATTORNEY agrees to forward to COUNTY along with Notice of Termination or upon receipt of
Notice ofTerinination, depending ul-,)on which party terminates the Ao ' reenlent, copies of all documents in
his or her possession of any nature whatsoever related to the ATTORNEYS representation of COUNTY
or obtained d ire to AY1'0R1` EY ' S representation o COUNTY.
19.2 Kestriclion op-_C011111111-11lickt-
A agrees not to coliltritillicate with the public, including the press, about COUNTY or
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about this matter.
20. SEIVERABILITY
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, tile 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
v alid provision that comes as close as possible to the intent of the stricken provision.
21. CAPTIONS
"I'lle captions set forth herein are for convenience of reference only and shall not define,
modify, or lirnit any of the terms hereof.
22. LEGAL OBLIGATIONS AND RESPONSIMILITIES; NON-DELEGATION OF
CONSTITUTIONAL OR STATUTORY Du TIES
`['his 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 b the other, in which case the performance may be
Y I
offered In satisfaction of the obligation 01' responsibility. F1,111110 this Agreement is not intended to
authorize, nor shall it be construed as authorizing, the delegation oil' tile 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 keep such records as are necessary to document tile perl"ornlance of its
set-vices as set forth in the agreement and expenses as incurred, and give access to these records at the
� POO - 5 5 02 5 V I f
request of tile COUNTY. the State of Florida or authorized agents and representatives of said government
bodies. It is the responsibility o� &1~f(}RNEY to mnoioto\u appropriate records to insure o proper
uocnuodug o� all collections and n:ou\(tonuem in this numoor. &]_[0RN!E\/ mbaiU be responsible for
repayment of any and all reasonable audit exceptions which are identified by the Auditor General for tile
State of Florida, the Clerk Of Court for Monroe County. tile Board oCCounty Commissioners for Monroe
County, or their agents and representatives.
24. PUBLIC ACCESS
'file COUNTY and ATTORNEY shall allow and permit reasonable access to and inspection of.
all doconzontu papers, letters, or other num1criulm auhiuot to Ule Florida I Records L-aw, as provided
in Chapter 11 Florida Statutes, and made or received hv the Uhero, unless specifically exempted by State
Statute, Rules and Regulations VfTbe I'iudJu Bar, or case ]uv*. COUNTY abai| have the right to uouoel
this mgruecmuutupon violation of this provision hvAl
25. MONIZOE COUNTY CODE ETHICS PROVISION
ATTORNEY warrants that ho or she has not employed, retained or otherwise had act on his
behalf any former COUNTY officer m«employee in violation m[ Section 2 of Ordinance No. 10-1490 or
any COUNTY officer or erup\oyee in violation of' Section 3 of Ordinance No. ]D 1998. For breach or
violation of this provision the COtJNTY nray, at its discretion, ternlinate this Agreement without liability
and may also, at its discretion, deduct hmrm the suuun owed under the Agreement, or otherwise recover,
the [u|i amount of any feu, commission, percentage, gift, or consideration paid Co the former orpresent
C(lLDN1.1/ officer or employee. C(}0N employees and officers are required to comply vvii6 Unc
otmodom]m of' conduct delineated in Section 112.313, Florida Statutes, regarding, but omi limited tm,
solicitation or acceptance of" gifts, doing business p/i8h one's agency, unauthorized coumpeoaudou, and
nniaumu of public position, conflicting emp)oynuuo1 or contractual relationship, and disclosure of certain
io[urnuu1ioo.
Florida 26. PUBLIC ENTITY CRIME STATEMENT
Uu* provides that person Or affiliate who has been piuomd oil dhe convicted wmmdmx list
G`Unvving a oonvicdon cor public entity orinme may not submit a hid *o all agreement to provide any
goody or services to a pmh|io entity, may not submit a bid oil �ul m agreement with m public entity for [ho
construction or repair of a public buildin ' t or public work, may not submit bids Oil leases m[ real property
to public entity, may no4 b� awarded or perform work as v contractor, supplier, sub contractor, or
consultant under a agreement with any public entity, and may not transact business with any public entity
in excess u[ the threshold amount provided in Section 287.8i7, DurCATE<I{)|lY IYVL> for period of
thirty-six (36)cnontha�onuihe date of being placed omt)�uconvicted vendor |i3L/�3
\heueidxe RNF.Y nor any authorized tune kueper has been named to the convicted vendor list.
27. ANTI-KICKBACK
&���warrants that no person has been employed orretained to solicit or secure this
Agreement upon any contract or commission, 8oru cu�ami*n. percentugc, brokerage or contingent
fee, u� dza� no ucnp|o�un or officer of the COUNTY has any interest, fioumuim\lv or otherwise, in this
' i stated i F bneaoborviV|mt�ono[|biuvvmnou�Y 1U»e(�(}l�Y�?`/abmU|
/\�ruonzcot,o�o�piuonxp u �run. uo' "
have the right to annul this ugm:cnncu\ without liability or, in its dfaomction, to deduct any stints to be paid
�1106550&3 v 11
by COUTY tinder this Agreement, mothCrwiSC recover, the iti||amount of such com
percentage, brokcragyc or contingent fee.
28. MODIFICA"FIONS AND AMENDMENTS
At Agreement shall belnwr
and execu bN the Board o[County Cununniemionera for Monroe County and hvATTORNEY in the
marue manner ustkim/\�rccroenL
29. INDEPENDENT CONTRACTOR
At all times and for all purposes hereunder, &l EY is an independent contractor and not an
ernployeo of tile Board of County Comxuimminmema of Mou,mu County. No statement contained in this
Agreement shall be construed aoaatnfind ATT(}RNl'Yor any ef tile authorized time keepers, 1mhetile
employees oCthe 8nmrdo[Cumo{y Commissioners of Monroe Couniy, and they shall he entitled {onone
wf tile rights, privileges or benefits oI employees o[ Monroe County.
30. COMP'LIANCE WITH LAW
|u 'moot ATTORNEY'S obligations under this agreement, ATTORNEY shall abide by all
statutes, hiu~ ~
~ ances, rules and regulations pertaining to or regulating the provisions of' this Agreement, Agreement, iuoludi = those uovv in effect and hereafter adopted. Any violation of said ordinances, ordinau�� rules or
regulations shall constitute * material breach of this /\greunuou{ and mho|| entitle COUNTY to terminate
1him/\gnuemueut immediately upon delivery 0[ written notice Vf termination tmATTORNEY.
31. LICENSING
ATTORNEY warrants that ATTORNEY and additional timekeepers du presently have, shall
have prior hxuonzmenccmen(uT work under this Agreement, and aN all thnem during said work, all
required licenses and permits whether federal, state, County or City.
32. NON-DISCRIMINAT [ON
ATTORNEY agrees that be or she will not dimoijnoinate mgoiy\ any person, and it is expressly
understood that upon a debcnnimm1km/ by m uumn of competent jurisdiction that discrimination has
occurred, this /\grnmmoot mo(oouudooi}y nurmninuhca vviNhmuT any further action oil the pail of any party.
effective the date o[tne ooah umdoc /\TT(}}<NF'Y agrees 1ocomply vviib all Federal and Florida statutes,
and all )uuul ordinances, ua applicable, relating 1onondiscrimination. These include but are not limited to:
U) Tide \/| of tile Civil l%iuh{a Act of 1964 (PI, 80-352) vvhiob pmdlihhm Uimcdnoiumdoo oil the basis of
race, color mr national orig� � 2)Tidel}{o[1bcFlduoaiiow Amendment of' l972 ��
^ o�um�md�d(20O�so.
1 681-1683, and 1685-1$86), which prohibits discrimination oil the basis of sex 3) Section 504 of the
Rehabilitation cto� amended ]97], as ou�d�d (2OQS(� s. 794), which prohibits dimcri/niumLioomu the basis o[
handicaps, 4) The /�gcQiscriminudon/\'(o/l975,asmmmeadcd(42L/SCmm.()|0|-6lO7) which prohibits
'[h U &b (}Rj �l[ Treatment d)xcrimium1iOuou/h� hmo�xm[n��� �} c Drug Abuse Office m: /� - ` as
umondud, relating to nondiscrimination oil the basis ofdrugahuse; h) The Comprehensive Alcohol Abuse
and Alco holism prevention, Treatment and Rehabilitation Act of' 1970 (I'll, 9l-6l6),uo amended, relating
to nondiscrimination on the basis of alcohol abuse or alcoholism. 7) l[he Public Health Service Act of
1912, ms. 523 and 527 (42 0SC ms. 698dd-3 and 298ue-3), as amended, relating to confidentiality of
{n065-'W v x>
alcohol and drug abuse patent records; 0)JlUcVUIo[ tile Civil 1
mnaeudod r�iudo� 1u unu�ie�rnm�om�k�n � dzo aaic" rental or fi �ug nfhouoin0� 9) ]ho Americans with
) �� d�� �onz Liozc to kim)c
Disabilities Act of 1990 (42 0�C a. 1201 Note), am maybe umomo . po\o1iog to
nondiscrimination on tile ` ugism[diyubi\ih/� |0) k4ou/ne��oouryCode (�hupior l3
prohibits ^ hib�tm discrimination — th� basis o[ rx�m, mcm, nmU�iom national origin, ancestry, 6usouh
� — ) orientation, gender i��d or expression, familial status or age; il ' Any other nondiscrimination
provisions in o H�
i en*\ Statutes which may apply tothe parties to, or tile sub \ect matter of, this
A�/ecnueuL
33. NON-RELIANCE, BY NON-1
No person or entity shall be ouii1\ud to rely upon the terms, or any o[1henu o[this Agreement to
enforce or attempt <o enforce any third-party claim ur entitlement to or bmnmfitoCany service orprogram
contemplated hereunder, and the CK}0NT\' and AT�(}RNIl\/ agree that neither the <�L)QY��Y nor
ATTORNEY or any officer, agent, or emp|uyeo of each sbo|i have the authority 10 inform, counsel, or
otherwise indicate that any particular individual or group of individuals, uuki[y or entities, have
entitlements er benefits under this Agreement separate and apart. inferior to, or Superior {o the community
in general or for the purposes contemplated Under this Agreement.
&IT(]RNEY agrees to execute Sudm documents as tile COUNTY may reasonable require,
including a Drug-Free Workplace 8<oimroent, and m Public Entity Crime Statement.
35 COUNTY AUT140RITY
This Agreement has been duly noticed at o |eguY|v held public meeting conducted in Monroe
County, Florida. C(}UNl performance and obli 10 pay under this contract, is Con1io@ent upon
annual appropriation by the Board o[ County Coil) cn/ma/oilers.
36. 11OLD HARMLESS AND INSURANCE
XY7ORNEY certifies that It maintains u mioinunrn professional liability coverage for
All'(}RNBY and additional timekeepers in the amount o[$5 Million. ATT()KNBY agrees to keep the
same amount of coverage or more at all dooua and to provide proof of" said coverage to C(}0lNI'Y at
COL)N'[Y`S request m1 any time during tile term o[ the Agreement.
37. NO PERSONAL LIABIlt,11TY
No covenant or obligation contained in this Agreement shall be deuned to be a covenant or
obligation of any member, officer, agent or employee ofthe Board o t' County Commissioners of Monroe
Couoty in his or her individual capacity an(] no nzombor, offiumc agent or oolp|oy=e of tile Board of
County Coin nmimsioners ofMomroe County sbm|h be liable personally on this Agreement or be subject to
any personal liability or aCCOUntability by reason ofthe execution of this Agreement.
{p0x50215v\}
This Agreement may be executed iumy number OfmuMerparts, each of which shall be regarded
omom 'om
and [|NE\,numvexecute this Agreement by signing any such omunkerpurt.
39. EXECUTION 13Y COUNTY ALJ�(_)IVNEY
Due to \idgutknz, oeurt scheduling om`mkminta and in order to allow /\lTl)KNI"Y 10 begin
representation in mthmeiy o�aunurthis ogrccozont nmuybccXCuut�d by the County Attorney prk�tufinal
appn,vmi Board of�oun�yCommissioners-, in tbc event that tile agreement is not approved by Umo
Board o f o County Commissioners, ATTORNEY shall submit an invoice for the time and exVeumua
incurred fro the date of execution by the County AttornCy until the Board of County Commissioners
voted not to approve thia Agreement.
lNDERAFPAGE' INTENTIONALLY IB LANKI
(p86 502:5�»V
IN WITNESS WFIEREOF, the parties hereto have executed this Agreement on the day and date
first written 4wv — e - , - - 7
By......... .
Roman Gastesi
County Administrator fol' Monroe, County, Florida
l
Date L
THE BOARD OF COUNTY COMMISSIONERS hereby ratify the foregoing Agreement
between Monroe County and PANNONE I.OPFS DEVERF'AUX & WESTLI-C.
(SEAL)
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:
Mayor
Date: .- _Sc_Iggpbq . r 14 ?fl - I 5
Ir 0 F", N't-.Y
,1 V 1
EXHIBIT"A'"
Copy of Rule 4-1.7
(a) Representing Adverse Interests. Except as provided in subdivision (b), a lawyer shall not represent a
client if:
(11 ) the representation of I client will be directly adverse to another client; or
(2) there is a substantial risk that the representation of I or more clients will be materially limited
by the lawyer's responsibilities to another client, a fo•i-ner client or a third person or by a personal
interest, of the lawyer,
(b) Notwithstanding tile existence of a conflict of interest under subdivision (a), a lawyer may represent a
client if:
( 1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent
representation to each affected client;
(2) the representation is not prohibited by law;
(3) the representation does not involve the assertion of a position adverse to another client when the
lawyer represents both clients in tile same proceeding before a tribunal; and
(4) each affected client gives informed consent, confirmed ill writi tit, or clearly stated on the record at a
hearin
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