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Item N3M C ounty of f Monroe ELj » °o � BOARD OF COUNTY COMMISSIONERS /� r i � �� Mayor George Neugent, District 2 The Florida. Ke Se y I Mayor Pro Tern David Rice, District 4 Danny L. Kolhage, District I Heather Carruthers, District 3 Sylvia J. Murphy, District 5 County Commission Meeting July 19, 2017 Agenda Item Number: N.3 Agenda Item Summary #3123 BULK ITEM: Yes DEPARTMENT: County Attorney's Office TIME APPROXIMATE: STAFF CONTACT: Christine Limbert (305) 292 -3470 No AGENDA ITEM WORDING: Approval of Amendment to Agreement with West Group Law PLLC to add a time keeper and to remove the cap on payments to attorney for legal services relating to the gasification project and potential litigation. 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, which was assigned to West Law Group PLLC, as the successor to the PLDW Municipal Infrastructure Team effective March 1, 2017. Mr. Steven "Tip" Torres, a former member of PLDW and now a member West Law Group PLLC, has been very valuable and insightful in assisting legal staff on matters relating to the gasification project and has proven to have a level of expertise in this area that has been extremely beneficial to the County. The original contract set a cap on payments to attorneys at $50,000.00. As of June 2" the fees paid since September 16 2015 totaled $45,745.77. An invoice in the amount of $5,800.00 was received on June 2" which was in excess of remaining balance of $4,254.23. This Agreement is being revised to remove the cap on attorney payments to allow for continued legal services for the termination of the gasification contract and legal representation in the event of litigation with Energy3, LLC. Any costs incurred under this contract will be sought as damages in the event that litigation results with Energy3, LLC. This amendment is also being revised to add William A. Lawrence as a time keeper to the Agreement. This amendment will be retroactively effective to May 1, 2017 to allow for billing incurred from that time to present. PREVIOUS RELEVANT BOCC ACTION: Approval of Agreement with the law firm of Pannone Lopes Devereaux & West LLC ( "PLDW ") on September 16, 2015; Approval of Consent to Assignment and Amendment to Agreement with West Law Group PLLC on March 15, 2017. CONTRACT /AGREEMENT CHANGES: Add Time Keeper and remove contract cap amount STAFF RECOMMENDATION: Approval. DOCUMENTATION: Amendment to West Law Group Contract Consent to Assignment and Amendment PLDW Original Agreement FINANCIAL IMPACT: Effective Date: May 1, 2017 Expiration Date: Upon completion of legal services for gasification project and /or representation in potential litigation. Total Dollar Value of Contract: Removed Cap on payments to attorney Total Cost to County: $300.00/hour Current Year Portion: $300.00/hour Budgeted: Yes Source of Funds: 67507 - 530318 CPI: No Indirect Costs: No Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No Grant: County Match: Insurance Required: Additional Details: If yes, amount: 05/01/17 001 -67501 -COUNTY ATTORNEY GENERAL Removed Cap/ $300.00 per hour $300.00 REVIEWED BY: Bob Shillinger Completed 06/26/2017 4:57 PM Christine Limbert Completed 06/28/2017 5:29 PM Budget and Finance Completed 06/28/2017 5:45 PM Maria Slavik Completed 06/29/2017 7:26 AM Kathy Peters Completed 06/29/2017 12:49 PM Board of County Commissioners Pending 07/19/2017 9:00 AM This Second Amendment to the Agreement dated September 10, 2015 is entered into his __ day of 2017, by and between Monroe County, a political subdivision of the St I Florida, hereafter COUNTY, and WEST GROUP LAW PLLC (WGL), hereafter ATTORNEY. I . 1 Paragraph 6.3 of the Agreement shall be amended to add the following Approved Time Keeper: William A. Lawrence In all other respects, the remaining terms of the agreement entered into September 16, 201im as amended March 15' 2017, and not inconsistent herewith, shall remain in full force aj effect. 4. This amendment shall be retroactively effective to May 1, 2017. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, Clerk OF MONROE COUNTY, FLORIDA a By: Mayor/Chairman ME= 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: 1. The Assignor assigns to Assignee all the Assignor's rights, title and interest in the original agreement. 2. In consideration for such consent, the Assignee agrees to be bound by all the terms and conditions of the original agreement, as amended. 3. The Agreement dated September 16th, 2015, as amended herein, remains in full force and effect. 4. The County consents to the assignment of the agreement, from the Assignor to the Assignee. 5. This Assignment is effective retroactively to March 1, 2017. 6. 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 section 119.10, 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 BRAD LEY - BRIAMMONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 11 Street:, SUITE 408,, KEY WEST, FL 33040. 2 Witness: By: Signature Printed Name /Title Wit Y Signat e _ �t i2. M Printed Name /Title BOARD OF COUNTY COMMISSIONERS OF M NROE C � T FLORID By Mayor /Chairman PANNONE LOPES DEVEREAUX & WEST LLC. (ASSIGNOR) By: Signature Printed Name /Title Date: WEST GROUP LAW PL C (WGL) (ASSIGNEE) By: Signature �o W EST M �+n�iv - Pane/ Printe Na /Title Date: ! 13 2911 - 7 NRCE CD U NTY ATT 0 R N E Y 61 PPROVE[� TO FORM CHRISf11 E M. LIMSERT- BARROWS ASSISTf:NT CC'UNTY AT TORNEY Date 1 0 U 0 0 e� as 0 �a E as E 04 Deputy Clerk 1. �. iy f <.., tc: ct:: C' V G �n Ls, c Cv BOARD OF COUNTY COMMISSIONERS OF M NROE C � T FLORID By Mayor /Chairman PANNONE LOPES DEVEREAUX & WEST LLC. (ASSIGNOR) By: Signature Printed Name /Title Date: WEST GROUP LAW PL C (WGL) (ASSIGNEE) By: Signature �o W EST M �+n�iv - Pane/ Printe Na /Title Date: ! 13 2911 - 7 NRCE CD U NTY ATT 0 R N E Y 61 PPROVE[� TO FORM CHRISf11 E M. LIMSERT- BARROWS ASSISTf:NT CC'UNTY AT TORNEY Date 1 0 U 0 0 e� as 0 �a E as E 04 Deputy Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: f" ib4oftl� M or /Chairman Witness: By: Si re Printed Name/Title Q , cl- N PANNONE LOPES DEVEREAUX & WFST LLC. (ASSIGN ) COW, q "'a- 1 By: Signature At'1 - .4 ic "� ' 'eo %A - Pri ed N e/Title Date: 2 2 8 WEST GROUP LAW PLLC (WGL) (ASSIGNS i a t - G-'10 Printed Name/title Date: -a 1 MONROE. C•O'.;I T Y ATTORNEY Q — CHRISTI M. Ll s3 "r_RT - BAR ROWS ASSIST `JT t.;; t;[k'. A I0RNEY Date ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD 3/30/2017 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(ies) 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 endorsement(s). PRODUCER CONTACT Doreen Macchione NAME: M2 EX (201) 661 -2000 F AX NO: (201)661 -2499 Capacity Coverage Company of NJ Inc E - MAIL ADDRESS: One International Blvd 3rd Floor RECEIVED INSURERS AFFORDING COVERAGE NAIC # INSURERA:Continental Casualty Company 20443 Mahwah NJ 07495 INSURED 5 2017 INSURERB:CNA Financial Corporation A C INSURERC:Continental Casualty Co 20443 West Group Law PLLC RERD : 81 Main Street, Suite 510 MONROE COUNTY ATTO INSURER E : D AMAGE TO RENTED 5 500 , OOC INSURERF: MED EXP (Any one person) $ White Plains NY 10601 COVERAGES CERTIFICATE NUMBER:CL1722811605 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 HAVE BEEN REDUCED BY PAID CLAIMS. I NSR T TYPE OF INSURANCE A ADDL S SUBR P POLICY NUMBER M MMIDD M MM/DD L LIMITS COMMERCIAL GENERAL LIABILITY E EACH OCCURRENCE $ $ 2 , 000 , OOC A C CLAIMS -MADE X❑ OCCUR D D AMAGE TO RENTED 5 500 , OOC MED EXP (Any one person) $ $ 10,00C 6021437212 3 3/1/2017 3 3/1/2018 M PERSONAL & ADV INJURY $ $ 2 , 000, DOC AGGREGATE LIMIT APPLIES PER: G GENERAL AGGREGATE $ $ 4, 000, DOC GENT A X JECT POLICY ❑ PRO F LOC P PRODUCTS - COMP /OPAGG $ $ 4, 000, DO $ OTHER: $ AUTOMOBILE L LIABILITY C COMBINED SINGLE LIMIT $ $ 1,000,00C CERTIFICATE HOLDER Monroe County BOCC 1111 12th Street Suite 408 Key West, FL 33040 ACORD 25 (2014/01) INS025 (2014111) 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 Carl Gerson /AEDOMA A-t 6 ©1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD LB 0 U 0 0 eta Q) 0 (1) E QS E 04 AGREEMENT BETWEEN MONROE COUNTY ANI) PANNONE LOPES DEVEREAUX & WEST LLC THIS AGREEMENT_ made and entered into this ;- r1 dav of Septcmher. 2015, by and between the BOARD OF COUNTY COMMISSIONERS 01" MONROF. COUNTY. FLORIDA. ("COUN'T'Y "), a political subdivision of State of Florida whose address is 1100 Simonton Street. Key West, Florida 33040, and PANNONI: L01)E'S 1)FVI:RI:AUX & WEST 1.,1.0 ("1 and "AT FORN1 :Y regarding the retention of A'l TORN I;Y by. C'OUN to provide 1q) a] advice and ser�'ices. WHEREAS, it is in the public interest of COUNTY to have legal representation as set out below, and WHEREAS, the AT TORNFY has agreed to provide legal representation to the COUNTY as set out below. NOW THEREFORE. in consideration ofthe mutual covenants and provisions contained herein. the parties agree as follows: THIW C1.1P NIT The Client is the COUNTY_ acting by and thrnu+,h its dilly elected and appointed o# and its employees. 2. THE ATTORNEY A - 1 - ORNI:Y is a limited liability coiwration named above and whose ]cgally authorized signature appears at the bottom of this Agreement. ATTORNEY is licensed to practice law in Ne« York_ Massachusetts and Florida. ATTORNIY has been retained specifically because ATTORNEY is understood by COUNTY to be able to handle this matter, If' A'T'TORNEY practices with others who may also provide serA ices to COUNTY, he or she understands that COUNTY expects that ATFORNFY will he responsible for managing the representation, assuring compliance ol others with the terms of this Agreement and ethical requirements. preparing and substantiating all bills, and communicating v� it [I COUNTY. AT ORNI.Y may not outsource this work without full written disclosure to, and prior written approval from, the COUNTY. 3. TERM OF AGREEMENT 1 Agreement and representation by A'l °I'ORNI >Y is effective upon execution by A 1`1'017NFY and acceptance aril approval by COUNTY in accordance with COUNTY'S policies. ordinances. or governing statutes. The representation shall continue until terminated by either the COUNTY. or by the ATTORNEY in accordance with ethical requirements and/or the terms of - this Agreement. 4. SCOPE. OF THE WORK OLII- representation is limited to providing legal. services and advice to Monroe County, Florida ("Client ") in connection with: Research_ review, draft and negotiation of a waste supply contract with Fnergy3 I.I.0 fur V r ; development of a gasi #ication faculty for disposal covered waste generated in Monroe County and provide the County Attorney and County officials legal advice. counsel and support in conjunction with contract and project development. We may agree to further limit or expand the scope of our representation from time to tithe. provided that we confirm any such changes in writing,_ which may he accomplished by email. Our only client in this matter will be Monroe Cbunty. Florida, and our firm will not be representing any other entity or person in connection will) this matter. 4.1 Professional ability to perform work. a7 ointment o f contract mina - er A F 1 ORNFY warrants that he or she is authorized by law to engage in the performance of the activities herein described. subject to the terms and conditions set forth in these Contract documents. ATTORNLN shall designate an individual attorney to be the contract manager for cacti matter and the contract manager shall at all times exercise independent. professional judgment and shall assume professional responsibility [or the services to be provided. ATTORNEY warrants that he or she and the authorized time keepers are authorized by law and the Rules and Regulations of The Florida Bar to engage in the performance oftllc activities encompassed by this Agreement. IFATTORNEN is a member of a law firm, either as partner. shareholder. associate. or other relationship. A 1 TORNF,Y warrants that lie or she is authorized to enter into this Agreement by the law firm. 4? Management of time keepers ATTORNEY is responsible for managing the platter cost- effectively and competently, c.g._ by insuring that additional time- keepers are competent, properly supervised, efficient, and in compliance with the terms of this Agreement as well as with all ethical obligations set forth in the ]ZuICS of professional Responsibility ol Florida Bar. 5. REVIEW OF ETHICAL OBLIGATIONS AND POTENTIAL CONFLICTS OF INTEREST BEFORE INITIATING REPRESENTATiON ATTORNEY has conducted a thorou investigation and determined that neither A nor his or her f mi has any ethical impediment. real or potential, including, but not limited to conflicts of interest, to representing, COUNTY. To the extent that any ethical impediment, real or potential_ is discovered or ever arises, ATTORNEY shall immediately inform COUNTY in writing of the impedt III ent {regardless of w'lletller ATFORNEY believes lie or she has taken all steps necessar to avoid ttie impediment and regardless ol' whether ATTORNFN believes that the impediment is insubstantial or questionable }, make full disclosure of the situation to COUNTY. obtain COUNTY'S express_ written consent to continue the representation of the other client_ and take all other reasonable steps to avoid or mitigatc the impediment. Notwithstanding the Jbi going. COUNTY understands and agrees that AVFORNI;Y may in the future represent clients before COUNTY in unrelated matters. COUNTY agrees to consider reasonable waivers ofthese conflicts in accordance With I7Ule 4 -1.7 ofthe 1Zulcs oi' Professional Conduct of The Flon& Bar. a copy of'which is attached as Exhibit as such Rule may apply to the particular matter. 6. PAYMENTS TO ATTORNEY A I TORNFY shall submit to COUNTY invoices with suppot - lni,, doCtrnlcntation acceptable to the 0 c rk on a schedule as set forth in flu: contract. The total dollar amount of this contract shall not exceed Pooh„ t2, v $50,000.00. Acceptability to the Clerk is based on generally accepted accounting principles and such laws- rules and regulations as may govern the Clerk's disbursal of funds. All services provided �,%ith respect to this agreement will he billed on a current basis ��ith ]ttonthly invoices sent to you that will contain hill detail as to the specific effort. hourly rates, and reimbursable expenses incurred by ATFORNLY on COUMN'S behalf. 6.1 Attor Fee 0lou rlr AYFORNEY will be paid For his or her services based on the nurrtber of hours expended on behalf of COUNTY (rounded to the nearest tenth (tour For each time entry), not to include time billable to or compensated by other clients, multiplied by the M"FORNEN'S hourly rate. 'Fhe follwo ing mnunumi billing, documentation and time - keeper requirements are a condition precedent to payment by the COUNTY. 6? Non- billable time AT FORN1:Y will bill COUN I Y onk for time reasonably and necessarily incurred to render professional services on C0UN'I'Y'S behalf in accordance with tills Agl'Cement. ' V i attributable to bllhng questions is not billable. 'hine expended by time - keepers who have not been approved by COUN'1N is also not billable. 6.3 l lourly Rates. and Changes to hour v rates Hie Al"FORNI-Y has agreed to a blended rate of'S300 for all attorneys. Approved Time Keepers: Name Hourly Rate Stcven -- Tip" Torres $300.00 Teno A. West S300,00 Renata Benedini $300.00 Anthony Gallone S- 300.0 William A. Lawrence S300.00 A will charge no snore than the hourly rate quoted above throughout the duration of the matter. unless othenkise agreed in writing and approved b COUNIN in the same manlier as Agreement. The hourly rate to be champed by the lawyers and parale,als are rcviev�ed annually and should A'V FORNI determine that a rate ad.justnicat is wvarrant ftlr t his engagement the COLJN 1 Y will be notified in advance of arty change. 6.4 D iscounts to other Clients 1 he r'atcs set Birth abme are those current llourly rates charged to other clients of M"VORNIN, A l "l'ORNEY does not have a special government rate that is applied to all governmental entities who may he a client of A but agrees that if A'I"I'ORNI_Y creates a special government rate for the 011ie keepers set forth herein or subsequently approved_ that rate shall apply to COUN'FY in this matter. :PO0,�112� V I ; 6.5 Time keepers As used in this Agreement, the terns "time keeper' shall include ATTORNFY and other ATTORNEYS and individuals identified in paragraph 6.3 of this Agreement who gill be providing services under this Aoreenlent and who will hill the COUNTY for their services ill accordance with this Agreement. 6.51 Duplication _of eflort Unless COUNTY approval is obtained. ATTORNFY will not have more than one time- keeper bill for court appearances. attendance at depositions and meetings, includim , meetings with COUNTY representatives. and internal conferences. l lowever. kvith advance C0LJNTY approval, ATTORNEY may have more than one time- keeper present at the administrative hearing ill this matter and each attorney and timekeeper shall be paid at their rate established ill paragraph number 6.3. In the event that more than one person attends. only the time of the person with the highest rate will be billable. ATTORNFY is not permitted to use this matter to provide oil the fob training fir a time - keeper. Approval for action on the part of the ATTORNl >Y may he accomplished by letter, email. or verbally by the County Attorney or his/her designee. if verbal approval is given the attorney may verity that approval by email to ATTORNEY or Cl.FRK (as necessary for billing purposes). 6.5.3 Time - keeper changes Time- keepers approved by the COUNTY are listed in paragraph 6.3 of this Agreement. and may be amended from time to time, upon nnitual agreement of the COUNTY and the A'FFORNF.Y. to evidence the then - current circumstances. Additional tinge - keepers may be added by amendment to this agreement and approval by the Board of County Commissioners. In the event that additional time - keepers providing smices. which are to be billed to COUNTY. are to be added, then their knurly rates shall be provided to COUNTY in advance. and. upon written approval by the COUNTY, their rates and billing practices shall comply with the requirements of this Agreement. COUNTY expects to receive diSCnnntS or other concessions so that any increases or changes in time- keepers will not result in unnecessary or unreasonable charges to COUNTY. e.g.. for training, internal conferences, and management. 6.6 Existing work product To the extent the ATTORNEY makes use of existing work product. e.g.. In the form of research previously per'for'med for another client. then AT 1 OKNFY shall bill only that time expended in using that «ork product tier COUN 1'Y. Ill other words, no premiulll. nru'kul3. or other adjustment shall be made to COUNTY bill for tinge spent oil work already performed. 7. 13ILLING OF FEES ANI3 EXPENSES ATTORNL:Y shall comply with the 1611mvino requirements as to billing fees and expenses as a condition precedent to COUNTY'S obligation to pay each hill- 7.1 Month h ills t ill less otherwise agreed in a writing signed by the COUNTY. bills shall be issued iztonthly' b.' 1'065025 V I ; ATTORNEY within liftcen (15) days after the close of' each month. ATTORNEY understands that COUN FY requires prompt hills in part to facilitate effective marta�penlcnt ol'the representation and fees. 7.2 Bill form ATTORNEY shall provide detailed. itemized bills which shall. at a minimum: 7.2.1 Description Provide a general description of' the matter. to include the nanic ol' the COUNTY department or constitutional officer_ if not indicated in the title of' the matter. for which le-al services are being performed {e.g. Richard Roe v. Monroe Cou11ty -F.E0 Claim }; a description of the work performed in enough detail so that each item is distinguishable front other listed items and Sufficient to allow COUNTY to determine the necessity for and reasonableness of' the time expended. the services performed, the project or task each service relates to. the subject and purpose of each service, and the names of' others who were present or communicated with in the coru of perf'ornting the service. For example, simply the word " research is not acceptable. more detail about the type of research and what was determined by the research is necessary. 7?.2 Personnel Clearly identify each timekeeper performing services in conjunction with each entry. Clearly identify all persons who are not full - time lawyers employed by the ATTORNFY'S firm (including paralegals, employees of ATTORNEY w'itli their titles- subcontractors, independent contractors. temporary employees, and outsourcing, providers). Pcrsontlel who are not listed as additional timekeepers w not be paid unless approved in writing udder the requirerllentS of'th1s Agrecnicnl. 7.2.3 Time Records Record the time expended by each time - keeper separately. In those situations where the nlininium billing increment exceeds the actual time spent on a task all(] several of these "minor" tasks are performed, it is expected that the Services will be aggregated until the total actual time spent meets the minimum billing increment. 7.2.4 "totals and lay Task State the amount of'tinic expended by each time - keeper broken down for each task. 7.2.5 Summary of' Rates It is understood that the billing rate is a blended rate of $300 per hour for all attorneys. In a summary at the beginnitlg or end ol'the bill. provide the current hourly rate for each time- keeper. the total time billed by cacti time - keeper in that hill. the product of the total time and hourly rate for each tinle- kccper, the total fees charged. and are reconciliation between the allloullt charged and any applicable estimated or budgeted amount. by task. In addition. cacti monthly Statement S h ould show the aggregate billing for that lllatter from tllc co111111ellcellic[it t71 the matter throm the currently - billed month. 1 ii 2'; V I ; 73 FxJpensc COUNTY will pay the actual. reasonable cost of the following expCnse items i1' incurred in accordance with the guidelines below (a copy of the lorm used by the County is provided for your convenience as -- Exhibit " ) and promptly itemized in ATTORNEN'S monthly bill: 7.3.1 R eirttbursable expenses Actual cost for necessary kung distance telephone calls. telecopying at S.25 per outgoing page. overnight or expedited delivery, couriers. photocopying at S.15 per page, postage, court ices. 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 chargcs shall be reasonably documented on invoices to demonstrate that the charge is related to this agreement. 7.3.1.1 Expedited or cmcr()cncv se rvices ATTORNEY is expected to avoid usin5- expedited or emergency services. such as express delivery services. couriers. teICCOpying, overtime. and so on. unless necessary because of unexpected developments or extremely short deadlines. COUNTY may reliise to pay for any such expenses when incurred routinely or because of AT' FORNFY'S Failure to manage the matter eftic lent ly. 7.3.1,2 Cs� researc ATTORNEN is expected to use computerized research services cost - effectively to reduce time spent art research, for example. while closely - monitoring computerized research to insure that the charges are reasonable and necessary. A F l'ORNFY is expected to pass through to COUNTY any d iscounts or other arrangements that reduce the cost Of' computerized services. All charges shall be reasonably documented on invoices to demonstrate that the charge is related to this a-rcement. 7.3.1.3 PhotocopVin�' A"l TORNEN is encourapcd to use outside copying services if this will reduce the cost of large - Volume copying, provided that these expenses are C11 Cast- Cltective. and incurred and billed in accordance with this Agreement. A TTORNEY is responsible for ir1suri1lg that all copying cimplies with copyright obligations. All charges shall be documented on invoices to demonstrate that the charge is related to this a -reemcnt. 7.3.1.4 . T ranscripts Transcripts should not be ordered Withorit prier approval from COUNTY. Transcr'ipts should not be ordered on an expedited basis unless necessary and approved in advance by COUNTY. ATTORNEY should obtain digital electroniClcnmputerized copies of transcripts when available at a reasonable cost to avoid charging For time spent digesting or indexing transcripts. and to allow COUNTY to maintain a digital electronic /computerized database of all transcripts. 7.3.1.5 ]'ravel F.xpens - [ - ravel expenses within the ATTORNEY'S local area. defined as a radius Of 50 miles li the tlntckeeper s (OFF ice, will not b e i - c1I bursed and time in transit is not billable. - ]'ravel expenscs Outside the local area may only be reimbursed 11' the travel was approved in advance by COUNTY. Reimbursable travel expenses are the cost of'transportation by the least expensive practicable means (e.g.. coach class air travel). the cost of reasonable hotel accommodations. and the cost Of' transportation while out Of' town (e.g_ by cab Or rental car. whichever is reasonable. at the lowest available rate). Cab Care to and from the originating airport is reimbursable. Expenses will he reimbursed in accordance witli the applicable provisions of Florida Statutc 1 12.321 For "approved travelers" and of the Monroe County Code Article XXVI and shall he summarized On the Monroc County ['ravel Forst by 1� A 1'ORNI with all a pplicable receipts attached th ereto ("See Exhibit A r 7.3.1.6 "Travel Time Time spent in transit Outside Attorney's local area may he billed only if ATTORNF.Y or time- keeper is tillable to avoid traveling by using other loans of� comnluniCatiOil or it is determined by the County Attorney that travel is in the County's best interest. Trav by more than one lime- keeper at the same time to the same destination is allowed with approval from COUNTY ATTORNEY. In order to be reimbursed for airline tickets, the boarding pass shall be attached to the invoice. Approved travel time during normal business 11OLll's. 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. Approved travel time outside oF' normal business hours will be billed at one -half the hOUrly rate listed inr the timekeeper in paragraph 63 of'lhis Agreement. 7.3.2 Non- reimbursable expenscs The following expenses will in no event he reimbursable without written approval by County Attornev and approval by the Board of'County Commissioners: 7.3.2.1 Personal and Off ice Co sts 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 l materials. internal filing, or other document handling charges. clerical expenscs, stationery and other supply' expenses, utilities. and any other expense that is either unreasonable or unnecessaiA. (The f'act that ATTORNFY c ot h er Clients or that o th er f irms, ch arge their clients for an expense does not make it reasonable or necessary under this AgreeInenl.) 7.3.22 f:xf ]er[S_ C011srllt support ser vices_ ouls servic e t c. AT TORNFY Is riot authorized to ret ain experts, additional counsel, consultants, support services. or the like. outside A'TTORNEY'S iavv' firm- without approval by County Attorney. if agree(] to ATTORNEY will be responsible for selecting and managing the services of others set that their services es expeIses w'llI be rendeI'ed 1n accordaricc vv it the terms of this A I tic ludIIw terms applicable to AT F0KN FY. A"1" F0RN FY vv ill manage others to obtain cost- cflictive sery ices for COUNTY. Unless 1 „i02 � V I ; otherr►ise agreed in writing, ATTORNEY shall obtain a written retainer agreement, in a form which may be specified by COLINTY, from each service provider, with hills from each provider being sent to both ATTORNEY and COUNTY. T3.2.3 Tempora Staffin�� ATTORNEY will not bill COUNTY for the time and expenses of temporary employees. including so- called ' cn contract ATTORNF,YS or other staff From Outside companies. nor .. Ol1tSOLn'CC or dele-ate work, nor charge for summer associates, law clerks. or student clerks. (collectively "temporary staf i even ll not temporarily employed) without full advance disclosure of the employee's temporary or short -term status to COUNTY. including disclosure oftbe actua amount paid or to be paid to the individual. Unless COUN Y expressly agrees "I �4riting to paying additional arnOLlntS after full disclosure by ATTORNl;Y. ATTORNEY may not charge COUNTY more than the actual cost paid by ATTORNEY. 7.3.2A Fxpcnst s not passed through at ac cost COUN I Y will not pay any markup for expenses. COUNTY will only reimburse the AT 1T)RNFY for their actual approved out -of- pocket costs and expenses, whether incurred personally by an approved time - keeper or incurred by ether approved personnel (such as experts. consultants. support services personnel. or outsourced sere ices personnel). 7.3.2.5 Ov erhead not cha to County COUNTY will not pay for any -- expense" items that are in fact part of AT YORNF'Y'S overhead. which should be included within A FI'ORNFY_S fec_ the determination which of hich expenses fall into th category are strictly within the discretion of the COUNTY. 73.3 Advance approval of_ penses ATTORNEY shall obtain approval from COUNTY A'1 TORNFY before incurring any expense in excess of $1,000,00 if ATTORNFY 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. 73A CLO pies of receipts io ATTORNEY shall include copies of receipts for all expenses With the itemized monthly bill. COUNTY may refuse to pay any expense item for which documentation is not provided by ATTORNEY. 7.3.5 Expenses (an I:c cs) after ter Upon termination of the representation. ATTORNEY shall promptly bill COUNTY for any rentailting reimbu]sable expenses and fees. C'(. ?i]N ['Y ntay refuse to pay any Ices or expenses not billed within 45 days of termination of the representation. A l TORNf N is also expected to cooperate promptly with all aspects of termination and. if applicable. transition to other coullsel. Payment It61' fees and expenses is contingent upon prompt. full cooperation. 11066 ;o?; V I 7A Bill and expense do ATTORNEY must maintain supporting, documentation for invoices until at least one year after file termislation of the representation. This documentation shall be made available by ATTORNEY to COUNTY (or COUN IVS desi representative, including art accountant. the County Clerk or County Clerk's representative. or legal bill auditor) upon COUNTY'S written request. ATTORNEY agrees to cooperate % any examination of this doCUMC'.Iltatioll and ATTORNFY'S fees and expenses. c.g., by responding promptly and completely to any questions COUNTY or its designated representative may have. ATTORNEY shall notif} COUNTY in writing at least 60 days in advance ol destroying any such records and. in the event that COUNTY requcstS that they be preserved, shall preserve them at least one additional year or. at the option of the COUNTY. delivered to the COUNTY for storage by the COUNTY. with COUNTY responsible for paying" the actual cost of Storage, This documentation shall include, for example. original time records. expense receipts. and documentation supporting the amount charged by AT FORNFY for expense items generated by ATTORNEY or his or her firm. COUNTY reserves the right not to pay any tee or expense item for which suf ficietlt documentation or expense item for which sufficient documentation is not available to determine whether the item was necessary and reasonable. 7.5 I :ntertaininc llt ATTORNEY s }fall not be reirtibL11'Sed for costs of entertarnnicllt. Snell a5 ill room movies and alcoholic beverages. } ur'therlllorc, only meals for A'l TORN F.Y and/or approved timekeeper shall be reimbursed in accordance N% i I It the provisions 1n this Agreement 8. PAYMENT TERMS ATTORNEY'S request for payments and reimbursements may be made in either the ATTORNI;Y'S name or the name of the A F l'ORN1Y'S I a \v firm, as appropriate. ATTORNF.Y bills complying with this Agreement are duc and payable according, to the prompt Payment Act. Il the bill materially fails to comply with the requirements ol this Agreement, then it is not due and payable until ATTORNEY remedies its def icicncies. 9. MATTER MANAGEMENT COUNTY will expect that all Corlununications between ATTORNEY_ and additional timekeepers. and COUNTY will be reviewed by A 1°l ORNFY and that ATTORNFY will serve as the point of contact for this matter. inClUdim billing questions. - ['lie COUNTY contact for this Agreement S112111 be: Robert Shillinger. Esq, 1 1 1 1 1 T" Street_ Suite 408 Key West- Florida 33040 0 [15) 292-3470 (oil (3 05) 29? -3516 (facsi ill i10 Sh i11irlgcr- Boblii Ion ro fl.Az P065502 V I ; 9.1 Cas n3onit COUNTY will he advised promptly by A FTORNEY of all significant facts and developments n3 the matter so that COUNTY may nianas,c the r3ntter effectively and make informed decisions about strateov, tactics, settlement, scheduling, costs- and other related matters. COUNTY will promptly receive fi ATTORNEY copies of all order's. 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, "r��irror" copy of the COUNTY'S file maintained by M 'TORN I "Y. For discovery materials or ex that are lengtl3y. M 10RNIN s hould di SC Li SS them rvlt COUNTY before providing a copy. Uocuments available in digital clectronicicomputeri form should be provided in that form in lieu of paper copies. if req uested by County. Additionally. ATTORN1 Y may be required to submit_ on a monthly basis. a case status and progress report to he submitted to the Board of COUNTY Commissioners. The iormtt of the report shall be in the form required by the COUNTY ATTORNFY. 9.2 Case cont ATTORNEY shall discuss all si�onificant issues of' strategy' and tactics, including. motions. discovery. pleadings, briefs, trial preparation. experts, and settlellielll, with COUNTY before i ill plementat1oil. AT' F0RNEY is expected to exercise independent professional judgment. 9.3 ATTORN FY 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 coo�ins3 AT TORNEN shall be lead counsel can the matter: however - ATTORNIN agrees that the lawyers employed by the Monroe County Attorneys Office may enter all appearance as co- COLUISCl in the matter. M fORNI Y should consult with COUNTY about all opportunities for COUNTY to save money or make use of COUNTY'S expertise to assist in. e -g_ responding to discovery, preparing for trial. locating experts. and the like. COUNTY may also have personnel and Facilities available to reduce the expenses related to the subject matter of this Agreement. 10. CONFIDENTIALITY AND PUBLIC RELATIONS ATTORNEY TORNEY is not authorized to waive ear release any privilege or other protection of inforn3atinn confidcmial. seer'et. or otherwise -- obtained from or on behalf of COUNTY. M"FORNEY is to keep all confidential, privileged. or secret information confidential. This r'equircment is perpetual. i.e.. it will continue even after the termination of the relationship and this Agreement. 1 1 ibition agalllSl use o f initn This requirement is also intended to prohibit ATTORNEY from using information obtauted from or on behalf of COON l'Y_ including work product prepared at COUNTY'S expense. for other clients of ATTORNF,Y or his or her 1 I'll'. without COUN"lY'S advance written approval. 10.2 No us 01'Cnunly for mark pt. r uses ATTORNEY is not authnriced to identif} COUNTY as a COUNTY. c.g.. for purposes of marketing or advertising, without COUNTY'S approval. 11. OWNERSHIP OF ATTORNEY F1L>F:S AND WORK PRODUCT ATTORNEY Understands that all files and work product prepared by ATTORNEY or his or her firm at the expense of COUNTY (or for which COUNTY is othci se billed) is the property of COUNTY. Wlth011t COUNTY'S written approval. this work product may not be used by ATTORNEY or his or her firm nor disclosed by ATTORNEY or his or her firm to others, except in the nor'rttal course o#' ATTORNEVS representation of CO[1NTY in this matter. ATTORNEY agrees that C'OUN'TY owns all rights_ including copyrights_ to materials prepared by COUNTY or by A ['TORN l'Y on belialf' of COUNTY. ATTORNEY sliall notify COUNTY ill writing at least 60 days in advance oi' destroying, any such records and, in the event that COUNTY requests that they be preserved, shall preserve them at least one additional year (with COUNTY responsible for paying the actual cost of'storage). ATl'ORNFY shall provide COUNTY with prompt access to (including the ability to make copies of) all ATTORNl files and work product, re+,ardless of whether the representation or matter is ongoing and whether AT 1'ORNI:Y fees and expenses have been paid ill 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 Disputes re garding Attor'ncv fees or rises ATTORNEY and COUNTY agree that all disputes regarding ATTORNEY lees or expenses are to be resolved IxU'suant to the procedures and practices for mediation by the Attorney Consumer Assistance Program of the Florida Bar. 12.2 Ui sputes regarding inter COUNTY and A'1' 1 ORNFY agree that all disputes and disagreements between them regarding interpretation of the Agreement shall be attempted to be resolved by a meet and confer session between r'cpresentatives of COUNTY and ATTORNEY. If' the issue or issues are stir not resolved to the satisfaction of both within thirty ( 0) days after the meet and confer session, then either shall have the right to terminate the Agreenicill upon tcrl (10) buslncss days notice in writing to the tither party. 12-3 legal or Administrat procedure ]n the event any administrative or legal proceeding, is instituted against either the COUNTY or A'lTORN];Y relating to the formation, execution. performance_ or breach of' this Agreement_ the COUNTY and AT TORNEY each agree to participate. to the extent required by the other_ in all proceedings. hearings, processes. meetings_ acid other activities related to the substance of this Agreement: institution of any administrative or legal proceeding shall constitute immediate termination of this Agreement. ATTORNEY agrees to forward copies cif all documents in his or her possession related to the matter, which is the subject of this A4grecntent to COUNTY at the time of filing any administrative or legal proceeding. 12.4 ATTORNE'Y'S l=ees and Costs In the event any administrative proceeding or cause 01 action is initiated or defended by the C:'C }tiN "rY or AT'1UltNf;Y relative to the enforcement or interpretation ofthis A��reentcnt, the pt'evailin4; party sliall be entitled to an award of reasonable ATTORNEY'S ORNEY'S fees. and court costs. as an award against the non - prevailing party. and shall include reasonable ATTORNEY'S fees_ and court costs in appellate proccedinlys. Mediation proccedings initiated and conducted pllrsllant to this Aorcement or as may be required by a court of Cnmpetcnt jurisdiction sliall be conducted in accordance with the Florida Rules of Civil Procedure and the usual and customary procedures required by the circuit court of Monroe C'ountY and shall take place in Monroe County. 13. NOTICE RE U IZEMENT Any notice required or permitted under this a0reement shall be in writing and hand delivered or mailed, pnsta��c 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 fink 1026 Key West, FL. 33040 Key West_ IT 33040 FOR ATTORNEN Pannone Lopes Dcvcreaux K. West LLC 81 Main Street, Suite 301 Providence. RI 02908 14. GOVERNING LAW AND VENUE, This Agreement shall be governed by and Co)nsil - fled in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. Venue for any legal action which may arise out of or under this agreement shall he in Monroe County. Florida. 15. ENTIRE AGREEMENT The entire atreement bctwcen th e CO CON Y and A 'TO RNIN with respect to the subject matter hereof is contained in this Agreement, This Agrcetttcnt supersedes all oral and written proposals and amununications 1�etvreetl the C[)I]NTY and AT'V0RNl:Y related to this Agreement. No provision of' this Agreement shall he deemed waived. amcnded or modified by either party unless such waiver. amendment or modification is in writing and signed by the party against nhom the waiver. atnendntcni or P065502 V i ; modification is claimed. This Agrccnnent shall he binding upon and inure to the benefit of' the parties hereto, their permitted successors and assigns. 16. FLORIDA GOVERNMENT -IN- THIS;- SUNSIIINE LAW ATTORN17Y agrees that_ unless specifically exempted or excepted by Florida Ia�N. the provisions of' Section 285.01 1 _ Florida Statutes, generally require fill and public discussion ot' matters to be voted Upon by the Board of' County Commissioners. ATTORNI:Y agrees to consult 4vith the COUNTY ATTORNFY'S office concerning the application of' tine Sunshine Lave from time to time concerning specific circumstances that may arise during the term of'this Agreement. 17. FLORIDA PUBLIC RECORDS LAW A TTORNEY agrees that, unless specifically exempted or excepted by Florida law or Rules and Regulations of The Florida Bar. the provisions oi' Chapter 119. Florida Statutes, generally require public access to all records and documents which may be made or received under this Agreement. AT FORNF.Y agrees to consult with the County Attorney's office C011Cerning the application of'the Public Records I.ak� from time to time concerning specific circumstance's that may arise during the term of this Agreement. ATfORN FY is required under Chapter 1 l9. 1: lo Statutes to: A. Keep and maintain public records that ordinarily and necessarily would he required by the public agency in order to perform the service. 13. Provide the public � ith access to public records oil the same terms and conditionns that the public a4aency %could provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by lave. C. 1 SUN that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaillin(I public records and transfer. at no cost. to the public agency all public records in possession of'the contractor upon termination of'the contract and destroy any duplicate public records that arc exempt or confidential and exempt front public records disclosure requirements. All records stored electronically must be provided to the public agency in a Format that is compatible with the information tecinology systems of the public agency. 18. NO ASSIGNMENTS ATTORNEY shall not assign or subcontract its obligations under this agreement, except in .�riting and .with the prior v4ritten approval of� the Board of County Commissioners oi� Monroe County - which approval shall he subject to such conditions and provisions as the I3oard may deem necessary. "phis paragraph shall he incorporated by reference into any assi+3nrnent or subcontract and any assigncc or subcontractor shall comply Nvith all of the provisions ol' this A�Irecme ill . Unless expressly provided for therein. such approval shall 1[n no manner or event be deemed to impose any additional obligation upon the Board. ;P06:;� V 11 19. TERMINATION l :ithcr of the parties hereto may terminate this contract vv ithout cause by giving fife ether party fifteen (15) business days written notice of its intention to do so. 19.1 t) oLurrients forwarde to C Al l ORNFY agrees to forward to COUNTY along vvitft Notice of or upon receipt of Notice Ofl - ermination. dependim) upon wllich party terminates the Agreement, copies of'all documents ill leis or het possession of any nature whatsoever related to the A1'TORN EY'S representationl of COt±N'[Y or obtained due to A1'TORN k:Y'S representation of COUNTY. 19.2 RL'Strtcttoil Oil Com ill itni ca ions ATTORNI :Y agrees not to CO ill. ntunicate it the public. including the press- about COL]NTY or about this matter. 20. SEVERA131LITY If a terns, covenant, condition or provision of flits Agreement shall be declared invalid or unenforceable to any extent by a cout of competent jurisdiction, the remaining terms, covenants. conditions and provisions of this Agreement shall not be affected thereby: and each remaining term. covenant. condition and provision of - this Agreenlcnt shall be valid and shall be enforceable to the fullest extent permitted by lave unless the enforcement of the remaining terms, covenants. conditions and provision of this Agreement vvou[d prevent the accomplisluncnt of the original intent of this Agreement. ['he COUNTY and AI'TORNF.Y agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intctrt of the stricken provision. 21. CAPTIONS The captions set forth herein are for convert of reference only and shall not define. modify, or limit any of the terms hereol 22. LEGAL OBLIGATIONS AN1) RES PONS I Ill L1TIES; NON- 1)E LEG A'1'ION OF CONSTITUTIONAL OR STATUTORY DUTIES This Aprecnlent is not intended to relieve, rlor shall it be construed as relieving, either the COUNTY or ATTORNI:Y from ally obli"ztion or t'espomsibility imposed upc7it cacti 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 nr responsibility. further this Agreement is not intended to authorize. nor shall it be construed as ,tuthorizino. the delcoation of the constitutional or statutory duties of trite COUNTY, except to the extent permitted hN the Florida Constitution, state statutes. case lave. and• specifically. the provisions ofC'llapter 1?5. k lorida Statutes. 23. RECORDS ATIORNIA shall keep such records as are ncccssary to document the performance of its services as Set forth in the agrcenrcnt and expenses as incurred. and give access to these records at the V 1 ; request of - the COUNTY, the State of Florida or authorized agents and representatives of - said government bodies. It is the responsibility of ATTORNEY to maintain appropriate records to insure a proper accounting of all collections and remittances in this matter. A T 1 DRNI`.Y shall be responsible for repayment of - any and all reasonable audit exceptions which are identified by the Auditor General for the State of' Florida, the Clerk of Court for Monroe County. the Board of County Conlnlissioners for Monroe County, or their agents and representatives. 24. PUBLIC ACCESS The COUNTY and A l shall allow and permit reasonable access to and inspection ol all documents, papers, letters, or other materials subicet to the Florida Public Records Law. as provided in Chapter 1 19. Florida Statutes. and made or received by the them. irntless specifically CNcnlpled by State Statute. Rules and Regulations of "I'he Florida liar. or case law. COUNTY shall have the right to cancel this agreement upon violation of - this provision by ATTORNEY. 25. MONROE COUNTY CODE ETHICS I'IZOVISION ATTORNEY warrants that lie or site has not employed. retained or otherwise had act on his behalf any former COUNTY officer or employee in violation oI Section 2 of Ordinance No. 10 -1990 or any COUNTY officer or employee in violation of Section 3 of' Ordinance No. 10 1990. For breach or violation oI - this provision the COUNTY may. at its discretion, terminate this Agreement without liability' and may also, at its discretion. deduct fi the SUMS Owed under the Agreement. or otherwise recover, the full amount of'any Ice. commission, percentage. gift, or consideration paid to the former or present COUNTY officer or employee. COUNTY employees and officers are required to comply with the standards of conduct delineated in Section 112.313, Florida Statutes. regarding. but not ]inlited to . solicitation or acceptance of gifts- doing business with one's agency, unauR11067-ed compensation. and 1111SLISC of public position. conflicting cnlploynlent or contractual relationship. and disclosure of certain information. 26. PUBLIC ENTITY CRIME S'T'ATEMENT Florida law provides that person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on an agreement to provide any goods or services to a public ecitity% may not submit a bid on a agreement with a public entity for the construction or repair of'a public building or public Nvork. may not submit bids on ]cases of real property to public entity. may not be awarded or perform work as a contractor. supplier- sub contractor. or consultant under a agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017. for CATI "GO RY TW0 for a period of thirty -six ( 6) months from the date of - being placed on the convicted vendor list. A1­l'0 RN1 :Y warrants the neither AT 1'ORNFIY nor any authorized time keeper has been named to the convicted vendor list. 27. ANTI - KICKBACK AT I'ORNF'Y warrants that no person has been employed or retained to solicit or secure this Agreement upon any contract or understanding for a commission. percentage. brokerage or contingent fcc, and that no employee or officer of - the COUNTY has only interest. f irrulcially or otherwise. in this Agreement. except as expressly stated herein. For breach or violation of this warranty. the COUNTY shall have the right to annul this aprecnlent without liabilily or. in its discretion. to deduct any sums to be paid P06, -02 v 11 by COUNTY under this Agreement, or othcr.3isc recover. the fiill amount of such atnllnission. percentage, brokerage or contingent fee. 28. MODIFICATIONS AND AMENDMENTS Any and all modifications and Anleiufttlents of the terms of this Apreement shall be ill .writing and eXMitcd by the Board of County C'onlnlissioners For Monroc County and by A fTORNFY in the same manner as this Agreement. 29. INDEPENDENT CONTRACTOR At all times and for all purposes hereunder. A 'TORN l'Y is an independent contractor and not an employee of the Board of County Commissioners Of Monroe County. No statement contained in this Agreement shall be aonstl'ued so as to find A I l CIRNE'Y or ally of I the authorized time keepers, to be the employees o f the Hoard of County Commissioners of Moll] -oe Coll Illy- and they shall be entitled to none of the rights. privileges or benefits of employees of oil roe County. 30. COMPLIANCE WITH LAW ]n carrying out ATTORNEY - S obligations under this agreement. AT 1 ORNEY shall abide b all statutes. ordinances, rules and regulations pertaining to or regulating the provisions of this Agreement_ including those now in effect and hereafter adopted. Any violation of said statutes_ ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle COUNTY to terminate this Agreement immediately upon delivery ol written notice ol'termination to ATTORNEY. 31. LICENSING ATTORNEY warrants that AT l'ORNE'Y and additional timekeepers do presently have, shall have prior to coillmencement of .work under this Agreement, and at all times during said .work, all requited licenses and permits ..nether federal. state. County or City. 32. NON - DISCRIMINATION ATTORNEY agrees that he Or she will not discriminate against any person. and it is cxpressl understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates Without any further action nn the pail of and part.. effective the date of the court order. ATTORNEY agrees to comply .. ith all federal and Florida statutes. and all local ordinances. as applicable_ relating t« nondiscrimination - These include but are not limited to: 1) - l - itle V1 of the Civil Rights Act of 1964 (P1. 88- 352) which prohibits discrimination on the basis of race, color or national oril�6W 2} 'Title IX of the Education Amendment of 1972. as amended (20 USC ss. 1681 -1683. and 1685 - 1686)_ .which prohibits discrimination on the basis of sex: 3] Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794)_ which prohibits discrimination on the basis of' handicaps. 4) The Age Discrim illation Act of 1975_ as amended (42 tJSC ss. 6101 -6107) .vliich prohil }its discrimination on the basis ofage; 5) the Drug Abusc Office and Treatment Act of 1972 (PI, 92 -255), as amended. relating, to nondiscrimination on the basis of - (1l'ug abuse. 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention. ] rLatment and Rehabilitation Act of 1970 (Pl. 91 -G1G }, as amended. gelatin to nondiscrimination on the basis of alcohol abuse or alcoholism: 7) The Public l lealth Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 aad 290ec -3), as amended. relating to confidentiality of alcohol and drug abuse patent records. 8) - f'itle Vlil ofthe Civil R ights Act of 1968 (42 IJSC s. et seq.)_ as amended, relating to nondiscrimination in the sale, rental or financing of housing: 9) The Americans with Disabilitics Act of 1990 (42 USC s. 1201 Note). as maybe amended iYont time to time. rclatillo to nondiscrimination on the basis of disability: 10) Monroe County Code Chapter 13. Article V1. which prohibits discrimination on the basis of race. color, sex. religion, national origin- ancestry, sexual orientation. ��cndet' identity 01 e \l]reSSlon. l amilial status or age: 1 I) Any other ltondiscritttination provisions in any Federal or state statutes which may apply to the parties to. or the subject matter of. this Agreement. 33. NON - RELIANCE I3Y NON - PARTIES No person or entity shall he entitled to rely upon the terms. or any of them. of this Agreement to enforce or attempt to enforce any third- party clailtt or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and ATTORNLY agree that neither the COUNTY nor AT I C7RNE.;Y or any officer. agent. or employee of each shall [lave e the authority to inform. counsel. or otherwise indicate that any particular individual or group of individuals, entity or entities. have entitlements car benefits under this Agreement separate and apart. 'srlierior to, or superior to the community in general or for the purposes c0litemplated under this Agreemctlt. 34. ATTESTATIONS ATTORNEY agrees to execute such documents as the COUNTY may reasonable require. including a Diu—Free Workplace StatelIIcilt. alld a Public Entity Crime Statement. 35. COUNTY AUTHORITY This Agreement has been duly noticed at a legally held public meeting conducted in Monroe County. Florida. COUN l'Y'S performance and obligation to pay under this contract. is cotttingent upon annual appropriation by the Board of County Commissioners. 36. HOLD HARMLESS AND INSURANCE M'TORNVY certifies that it maintains a mininuun professional liabilit coverage for A I TC)RNI:Y and additional timekeepers in the amount of $5 Million. A'l "l'C7RNl:Y agrees to keep the same amount of coverage or more at all times and to provide proof of said coverage to COUN'T'Y at COUNTY'S request at any time during the term ofthe Agreement. 37. NO PERSONAL LIABILI'T'Y No covenant or o bligat ion contained in this Agreement shall he deemed to be a covenant or ohllg at' oil o f ally tilenlbe". oiilcer, agent or employee of the Board of County Commissioners of Monroe Cottntr' in Iris or her individual capacity and no member_ officer. a��ent or employee of the Board of County C'nmmissiollers o f Monroe County shall be liable personally on this A�orcunent or he subject to any personal liability or accountability by reason elf the execution of this Agreement, hnr,;,02� v 1 38. EXECUTION IN COUNTERPARTS 'I'll's Agreement ittav he executed in anv number oFeounterparts, each of xkhich shall be regarded as an original, all of which taken together shall constitute one and the same instrument and the COUNTY and ATTORNEY tray e\eCntc this Agreement by signing all such counterpart. 39. EXECUTION 13V COUNTV ATTORNEY I Ue to litigation. court scheduling constraints and in order to allow A I'['UftNf;Y to begin representation in a timely manner this agreement may he executed by the County Attorney prior to final approval of the Board of County Comntissloners; in the evcm that the agreement is not approved by the Board of County Co[ll[iliS$ioliers. ATTORNEY shall submit an invoice for the time and expenses incurred from the date of execution by the County Attorney until the Board of County Commissioners Voted riot to approve this Agreement. j10"MAINDE'R OF PAGI; 1NTI -N HONALLY 1.F:IT BLANK] ; l'WO, 02 :; V 1 ; IN WI I'NFSS WI IFRLOF. the parties hereto have CXeCUled this Agreement on the day and date first written e. i stes l i C'ountv Administrator for Monroe C outity. Florida Date: Till: BOARi) OF COUNTY C'OMMISS [ON I:RS hereby ratify the t��regoing Agreement bet ecn Mons County and PANNONF, I.()['I:S DEVEREAUX & WEST LLC. BOARD OF COUNTY COMM[SS[ONI : RS II.IN, C:'lerk OF MONROF COUNTY, FLORIDA Mavor PANNONF LOPE'S DF [ "AL!X lay: Teno A. West, l:sq. Shareholder and Aut[toried Representative Date: Sept 14. 2015 (SF,AL) EXI II BIT "A" Copy of Mule 4 -1.7 (a) Representing Adverse Interests. Except as provided in subdivision (b). a lawyer shall not represent a Client if (I ) the representation of l client Will be dlrectlG• adverse to another client: or (2) there is a substantial risk that the representation of 1 or more clients will he materially limited by the kmver - s responsibilities to another client. a former client or a third person or by a personal interest of the lawyer. (h) Notwithstandin+� the existence of a conllrct o1 interest under subdivision (a). a lawyer ntay represent a client if: [ 1) the lawyer reasonably Relieves that the lawyer will he able to provide colttpetent and diligent representation to each affected client; (2) the representation is not prohibited by law. (3) the representation does not involve the assertion ( )['a position adverse to another Client when the lawyer represents both clients in the same proceeding, before a tribunal: and (4) each affected cfiettt gives iinfi }rated cost sent. Confinned in writing or Clearly stated on the record at a hearim j V f