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Item R2County of Monroe <r BOARD OF COUNTY COMMISSIONERS � Mayor David Rice, District 4 IleOI1da Keys ��x t t 0. Mayor Pro Tem Sylvia J. Murphy, District 5 Danny L. Kolhage, District I P f,< George Neugent, District 2 a Heather Carruthers, District 3 County Commission Meeting March 21, 2018 Agenda Item Number: R.2 Agenda Item Summary #3977 BULK ITEM: Yes DEPARTMENT: County Attorney's Office TIME APPROXIMATE: STAFF CONTACT: Cynthia Hall (305) 292 -3470 No AGENDA ITEM WORDING: Rescission of Fifth Amendment to Agreement with law firm of Johnson, Anselmo, Murdock, Burke, Piper & Hochman PA approved on December 13, 2017, and approval of new revised Fifth Amendment to Agreement with Johnson, Anselmo, Murdock, Burke, Piper & Hochman, PA retroactive to 10/1/2017, to increase partner billing rates by $5 /hour, from $170 to $175, in line with rate increase approved by Florida Municipal Insurance Trust for attorneys handling property and liability claims. ITEM BACKGROUND: The law firm provides legal representation to the County on property and liability claims, and related matters. To the extent that the firm bills the County for work that will be paid by the County up to the limit of the County's self - insured retention, or on other matters not covered by one of the County's insurance policies, it is necessary to have in place an agreement specifying the billing rates for the attorneys. On January 19, 2012, the BOCC approved an agreement with the law firm. The billing rates for the attorneys are set to coincide with the billing rates that will be paid by the Florida Municipal Insurance Trust (FMIT), the carrier for many of the County's insurance policies. On September 19, 2017, the firm notified the County of a billing rate increase approved by FMIT. The increase took effect on October 1, 2017. This amendment item revises the billing rates in the agreement, retroactive to that date. The last date of increase was in 2015. This item was approved by the BOCC at its December 13, 2017 meeting (item 0.3). However, when the original of the amendment was sent by the law firm for execution, it included some additional language (names of specific attorneys and paralegals in the second Whereas clause) that was not included in the item that was approved by the BOCC. Staff therefore asks that the previous 5 Amendment approved by the BOCC be rescinded, and this new, revised Fifth Amendment be approved in its place. The amendment should be retroactive to 10/1/2017 to coincide with the rate increase approved by FMIT. PREVIOUS RELEVANT BOCC ACTION: Item 0.3 from 12/13/2017 item — approved. CONTRACT /AGREEMENT CHANGES: Increase of partner rate from $170 to $175 per hour, per FMIT letter STAFF RECOMMENDATION: Approval. DOCUMENTATION: Revised 5th Amendment, Johnson Anselmo. 5th Amendment approved by BOCC 12 -13 -2017 Johnson Anselmo letter 9 -19 -2017 Johnson Anselmo 011912 FINANCIAL IMPACT: Effective Date: October 1, 2017 Expiration Date: None Total Dollar Value of Contract: TBD Total Cost to County: Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: Grant: County Match: Insurance Required: Additional Details: If yes, amount: Increase of $5 /hour in partner billing rate. Budgeted. REVIEWED BY: Bob Shillinger Budget and Finance Maria Slavik Kathy Peters Board of County Commissioners Completed 03/06/2018 9:16 AM Completed 03/06/2018 9:28 AM Completed 03/06/2018 9:31 AM Completed 03/06/2018 2:04 PM Pending 03/21/2018 9:00 AM FIFTH AMENDMENT TO AGREEMENT BETWEEN MONROE COUNTY AND JOHNSON, ANSELMO, MURDOCH, BURKE, PIPER & HOCHMAN P.A. FOR LEGAL SERVICES This amendment (Fifth Amendment) is made and entered into this day of December 2017, by and between the Board of County Commissioners of Monroe County, Florida, as the legislative and governing body of Monroe County, Florida ( "County ") and Johnson, Anselmo, Murdoch, Burke, Piper & Hochman, P.A. ( "Attorney ") (collectively, the "Parties "), to the agreement by and between the Parties ( "Agreement "). WHEREAS, on January 19, 2012, the Parties entered into an Agreement for the provision of legal services; and WHEREAS, paragraph 6.3 of the Agreement provides that the hourly rates for partners /senior attorneys, associates, and paralegals will be set at the same rates charged to the Florida Municipal Insurance Trust; and will apply to the following list of attorneys: Partner /Senior Attorneys Damian H. Albert Scott D. Alexander Michael T. Burke Hudson Gill Jeffrey L. Hochman E. Bruce Johnson Melissa L. Johnson Robert E. Murdoch Michael R. Piper David M. Schweiger Christopher J. Stearns Associates Matthew L. Fernandez W. Hampton Johnson IV Dotie Joseph Jonathan H. Railey WHEREAS, Florida Municipal Insurance Trust recently increased the hourly rate for attorneys from $170fhour to $175/hour; and WHEREAS, the parties desired to amend their Agreement to reflect these increases. NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties amend the Agreement as follows: [The remainder of this page intentionally left blank.] 1. The hourly rates for partners /senior attorneys, associates and paralegals set forth in paragraph 6.3 is revised to read as follows, retroactive to October 1, 2417: Timekeeper Rate Partners /Senior Attorneys $175/hour Associates Paralegals $145 /hour $85/hour 2. Except as set forth herein, the Agreement between the parties as amended remains the same. [The remainder of this page intentionally left blank.] 1) THIS FIFTH AMENDMENT to the Agreement between the Parties shall become effective when executed both by the Attorney and the Board of County Commissioners of Monroe County, Florida. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Attest: By: Kevin Madok, Clerk , Mayor M Deputy Clerk Date: ATTORNEY, JOHNSON, ANSELMO, MURDOCH, BURKE, PIPER & HOCHMAN, P.A. L Date R.2.b FIFTH AMENDMENT TO AGREEMENT BETWEEN MONROE COUNTY AND JOHNSON, ANSELMO, MURDOCH, BURKE, PIPER & HOCHMAN P.A. FOR LEGAL SERVICES This amendment (Fifth Amendment) is made and entered into this day of December 2017, by and between the Board of County Commissioners of Monroe County, Florida, as the legislative and governing body of Monroe County, Florida ( "County ") and Johnson, Anseimo, Murdoch, Burke, Piper & Hochman, P.A. ( "Attorney ") (collectively, the "Parties "), to the agreement by and between the Parties ( "Agreement "). WHEREAS, on January 19, 2012, the Parties entered into an Agreement for the provision of legal services; and WHEREAS, paragraph 6.3 of the Agreement provides that the hourly rates for partners /senior attorneys, associates, and paralegals will be set at the same rates charged to the Florida Municipal Insurance Trust; and WHEREAS, Florida Municipal Insurance Trust recently increased the hourly rate for attorneys from $170 /hour to $175/hour; and WHEREAS, the parties desired to amend their Agreement to reflect these increases. NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties amend the Agreement as follows: 1. The hourly rates for partners /senior attorneys, associates and paralegals set forth in paragraph 6.3 is revised to read as follows, retroactive to October 1, 2017: Timekeeper Rate Partners /Senior Attorneys $175 /hour Associates $145 /hour Paralegals $85 /hour 2. Except as set forth herein, the Agreement between the parties as amended remains the same. [The remainder of this page intentionally left blank.] =Packet Pg. 1394 DO D THIS FOURTH AMENDMENT to the Agreement between the Parties shall become effective when executed both by the Attorney and the Board of County Commissioners of Monroe County, Florida. Attest: Kevin Madok, Clerk go Deputy Clerk Lei NO LOWN1 'Rel W-W-018101 WM M • m ATTORNEY, JOHNS N, AN ELMO i MURDOCH. W I. a mr. - M -, tole M E. Bruce Johnson, Partner "071 'FA L!!!T Packet Pg. 1395 LAW OFFICES JOHNSON, ANSELMO, MURDOCH, BURKE, PIPER & HOCHMAN, P.A. A PROFESSIONAL ASSOCIATION DAMIAN H. ALBERT, PA. W. HAMPTON JOHNSON IV SCOTT D. ALEXANDER, P.A. 2455 EAST SUNRISE BOULEVARD DOTIE JOSEPH MICHAEL T. BURKE' SUITE 1000 ROBERT E. MURDOCH MATTHEW L. FERNANDEZ FORT LAUDERDALE, FL 33304 MICHAEL R. PIPER ' HUDSON C. GILL, PA. JONATHAN H BAILEY JEFFREY L. HOCHMAN, P.A. imc DAVID M SCHWEIGER, P.A.. E. BRUCE JOHNSON' (954) 463 -OIOD Broward CHRISTOPHER J. STEARNS, PA- MELISSA L JOHNSON (305) 945 -2000 Dade (561) 6407449 WPB S�F' 25 '�Alfl7 G� TELECOPIER (954) 4932444 d rLWlU9 RONALD P. ANSELMD ' ButW] CFJI7rF7fu C117L 1RLIL LaHt'F7t5 BURL F. GEORGE September 19, 2017 Bob Shillinger County Attorney A4anroe County Attorney's Office 1111 12th Street, Suite 408 Key West, FL 33040 Re: Johnson, Anselmo, et al Property and Liability Defense Attorneys' Fees Dear Mr. Shillinger: Enclosed please find a copy of the letter we received from Eric Hartwell, Deputy General Counsel of The Florida Municipal Insurance Trust and the Florida League of Cities confirming that the approved hourly rates for services by attorneys for Property and Liability Claims will increase from $170/hour to $175/hour, effective October 1, 2017. Since Monroe County is a member of the FMIT, our firm will be charging Monroe County the same rate that our firm charges the Florida Municipal Insurance Trust and the Florida League of Cities, which will be effective October 1, 2017. Once again thank you for the opportunity to be of service. Yours very truly, E. Bru For th( EBJIcy Encl. cc Lynn Jones W GUF OF CIA cp 301 South Bronough Street Suite 300 - PO Box 1757 - Talishassee,FL32302-1757 - (850) 222-9684 - Fax (850) 222-3806 - wwwfloridateagueofbties.com September 18, 2017 E. Bruce Johnson, Esq. Johnson, Anselmo, Murdoch, Burke, Piper & Hochman, P.A. 2 East Sunrise Boulevard, Suite 1000 Fort Lauderdale, Florida 33304 Re: Property and Liability Defense Attorney's Fees Dear k1r. Johnson: I am pleased to advise you the approved hourly rate for service by finn partners defending FMIT Property and Liability claims will increase to $175.00 per hour. effective October 1, 2017. We genuinely appreciate your service and commitment to FMIT and its members. Please call it' you have any questions about this or other concerns. Sincerely, tc�rlcl_ Deputy General Counsel EEH/ld cc: Jessica Sheets, Claims Manager, Property and Liability Prescient Gil Ziffer, Mayor Pro Tern Tallahassee First Vice President Lea E. Long worth, V ce Mayor Bartow - Second Vice President Isaac Salver. Councilman Bay Harbor Islands Executive Director Michael SWg ® General Counsel Harry Morrison. Jr. AGREEMENT BETWEEN MONROE COUNTY AND JOHNSON ANSELMO MURDOCH BURKE PIPER & HOCHMAN P.A. THIS AGREEMENT, made and entered into this - My of January, 2012, by and between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, ( "COUNTY "), a political subdivision of the State of Florida whose address is 1111 12` Street, Suite 408, Key West, FL 33041 -1026, and Johnson, Anselmo, Murdoch, Burke, Piper & Hochman, P.A., ( "ATTORNEY regarding the retention of ATTORNEY by COUNTY to provide legal advice and services. NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties agree as follows: THE CLIENT The Client is the COUNTY, and to the extent ethically permissible, it's elected and appointed officers and its employees, unless COUNTY advises ATTORNEY otherwise. 2. THE ATTORNEY ATTORNEY is the individual or professional association named above and whose legally authorized signature appears at the bottom of this Agreement. ATTORNEY is licensed to practice law in all jurisdictions relevant to this matter. ATTORNEY has been retained specifically because ATTORNEY is understood by COUNTY to be able to handle this matter. If ATTORNEY practices with others who may also provide services to COUNTY, he or she understands that COUNTY expects the ATTORNEY provided by the law firm the case is assigned to, will be responsible for managing the representation, assuring compliance of others with the terms of this Agreement and ethical requirements, preparing and substantiating all bills, and communicating with COUNTY. ATTORNEY may not delegate or outsource this work to another law firm without full written disclosure to, and prior written approval from, the COUNTY. TERM OF AGREEMENT This Agreement is retroactive to January 1, 2011 and is effective upon execution by ATTORNEY and acceptance and approval by COUNTY in accordance with COUNTY'S policies, ordinances, or governing statutes. The representation shall continue until terminated by either the COUNTY, or by the ATTORNEY in accordance with ethical requirements and/or the terms of this Agreement. 4. SCOPE OF THE WORK ATTORNEY shall provide legal services and advice to COUNTY regarding claims and lawsuits covered by the COUNTY's insurer, the Florida Municipal Insurance Trust, as well as other claims or lawsuits assigned to the ATTORNEY by the COUNTY. 4.1 Professional ability to perform work, appointment of contract manager ATTORNEY warrants that he or she is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. ATTORNEY shall designate an individual ATTORNEY to be the contract manager for each matter and the contract manager shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. ATTORNEY warrants that he or she and the authorized time keepers are authorized by law and the Rules and Regulations of The Florida Bar to engage in the performance of the activities encompassed by this Agreement. If ATTORNEY is a member of a law firm, either as partner, shareholder, associate, or other relationship, ATTORNEY warrants that he or she is authorized to enter into this Agreement by the law firm. 4.2 Management of time keepers ATTORNEY is responsible for managing the matter cost - effectively and competently, e.g., by insuring that additional time - keepers are competent, properly supervised, efficient, and in compliance with the terms of this Agreement as well as with ethical obligations. 5. REVIEW OF ETHICAL OBLIGATIONS AND POTENTIAL CONFLICTS OF I NTEREST BEFORE INITIATING REPRESENTATION ATTORNEY has conducted a thorough investigation and determined that neither ATTORNEY nor his or her firm has any ethical impediment, real or potential, including but not limited to conflicts of interest, to representing COUNTY. To the extent that any ethical impediment, real or potential, is discovered or ever arises, ATTORNEY shall immediately inform COUNTY in writing of the impediment (regardless of whether ATTORNEY believes he or she has taken all steps necessary to avoid the impediment and regardless of whether ATTORNEY believes that the impediment is insubstantial or questionable), make full disclosure of the situation to COUNTY, obtain COUNTY'S express, written consent to continue the representation of the other client, and take all steps requested by COUNTY to avoid or mitigate the impediment. 6. PAYMENTS TO ATTORNEY ATTORNEY shall submit to COUNTY statements for its fees and costs incurred on a monthly basis. The COUNTY agrees that pursuant to its coverage agreement by and through the Florida League of Cities and the Florida Municipal Insurance Trust, to pay all reasonable fees and costs incurred by the ATTORNEY. This includes the actual cost of postage, court fees, couriers, parking charges including parking charges at airports, tolls, and taxi charges with supporting documentation as required paragraph 7 of this contract. Mileage and travel expenses are also included with supporting documentation as required paragraph 7 of this contract. Facsimiles are to be billed at $.25 per outgoing page, and photocopies at $.15 per page with supporting 2 documentation as required paragraph 7.3 of this contract. Mileage shall not be billable for destinations within fifty (50) miles of attorney's office located at 2455 E. Sunrise Blvd., Fort Lauderdale, FL 33304. 6.1 ATTORNEY Fee (Hourly) ATTORNEY will be paid for his or her services based on the number of hours expended on behalf of COUNTY (rounded to the nearest tenth hour for each time entry), not to include time billable to or compensated by other clients, multiplied by the ATTORNEY'S hourly rate. 6.2. Non - billable time ATTORNEY will bill COUNTY only for time reasonably and necessarily incurred to render professional services on COUNTY'S behalf in accordance with this Agreement. Time attributable to billing questions is not billable. 6.3. Hourly Rates, and Changes to hourly rates Hourly rates for ATTORNEY and additional Timekeepers will be set at the same rates charged to the Florida Municipal Insurance Trust, which are presently: Timekeeper Rate Partners /Senior Attorneys $155 /hour Associates $135 /hour Paralegals $75 /hour Partners /Senior Attorneys Damian H. Albert Scott D. Alexander Michael T. Burke Jeff L. Hochman E. Bruce Johnson Michael R. Piper Tamara M. Scrudders David M. Schweiger Christopher J. Stearns Hudson C. Gill Christopher Ambrosio Associates J. Marcos Martinez The work of paralegals shall be paid at the rate listed above, however paralegals are subject to change from time to time, therefore rather than be named individually they 3 shall be listed on the invoice with the title "Paralegal" following their name. The work of paralegals shall not be duplicated by attorneys, duplicated work, if any, will be p a i d at the paralegal rate, rather than the attorney rate. ATTORNEY will charge no more than the hourly rate quoted above throughout the duration, unless a rate change is approved by the Florida Municipal Insurance Trust. 6.5. Time keepers As used in this Agreement, the term "time keeper" shall include ATTORNEY and other ATTORNEYS and individuals identified in paragraph 6.3 of this Agreement who will be providing services under this Agreement and who will bill the COUNTY for their services in accordance with this Agreement. 6.5.1. Duplication of effort Unless advance COUNTY approval is obtained, ATTORNEY will not have more than one time - keeper bill for court appearances, attendance at depositions and meetings, including meetings with COUNTY representatives, and internal conferences. In the event that more than one person attends, only the time of the person with the lowest rate will be billable. ATTORNEY is not permitted to use this matter to provide on the job training for a time - keeper, and bill for that time - keeper's services, without COUNTY'S advance approval. 6.5.2. Time - keeper changes Time - keepers approved by the COUNTY are listed in paragraph 6.3 of this Agreement, and may be amended from time to time, upon mutual agreement of the COUNTY and the ATTORNEY, to evidence the then - current circumstances. Additional time - keepers may not be added to the matter without advance written approval from COUNTY. In the event that additional time- keepers providing services which are to be billed to COUNTY are to be added to the staff, then their hourly rates shall be provided to COUNTY in advance, and, upon written approval by the COUNTY, their rates and billing practices shall comply with the requirements of this Agreement. 6.6. Existing work product To the extent the ATTORNEY makes use of existing work product, e.g., in the form of research previously performed for another client, then ATTORNEY shall bill only that time expended in using that work product for COUNTY. In other words, no premium, markup, or other adjustment shall be made to COUNTY bill for time spent on work already performed. 4 7. BILLING OF FEES AND EXPENSES ATTORNEY shall comply with the following requirements as to billing fees and expenses as a condition precedent to COUNTY'S obligation to pay each bill: 7.1. Monthly bills Unless otherwise agreed in a writing signed by the COUNTY, bills shall be issued monthly by ATTORNEY within fifteen (15) days after the close of each month. ATTORNEY understands that COUNTY requires prompt bills in part to facilitate effective management of the representation and fees. 7.2. Bill format ATTORNEY shall provide detailed, itemized bills which shall, at a minimum: 7.2.1 Description Provide a general description of the matter, to include the name of the COUNTY department or constitutional officer, if not indicated in the title of the matter, for which legal services are being performed (e.g. Richard Roe v. Monroe County —EEO Claim); a description of the work performed in enough detail so that each item is distinguishable from other listed items and sufficient to allow COUNTY to determine the necessity for and reasonableness of the time expended, the services performed, the project or task each service relates to, the subject and purpose of each service, and the names of others who were present or communicated with in the course of performing the service. For example, simply the word "research" is not acceptable, more detail about the type of research and what was determined by the research is necessary. 7.2.2 Personnel Clearly identify each timekeeper performing services in conjunction with each entry. Clearly identify all persons who are not full -time lawyers employed by the ATTORNEY'S firm (including paralegals, employees of ATTORNEY with their titles, subcontractors, independent contractors, temporary employees, and outsourcing providers). Personnel, except paralegals who are subject to change, who are not listed as additional timekeepers will not be paid unless approved in writing under the requirements of this Agreement. 7.2.3 Time Records 5 Record the time expended by each time - keeper separately. In those situations where the minimum billing increment exceeds the actual time spent on a task and several of these "minor" tasks are performed, it is expected that the services will be aggregated until the total actual time spent meets the minimum billing increment. 7.2.4 Totals and By Task State the amount of time expended by each time - keeper broken down for each task. 7.2.5 Summary of Rates In a summary at the beginning or end of the bill, provide the current hourly rate for each time - keeper, the total time billed by each time- keeper in that bill, the product of the total time and hourly rate for each time - keeper, the total fees charged. 7.3. Reimbursable expenses Actual cost of postage, necessary long distance telephone calls, overnight or expedited delivery court fees, couriers, parking charges. with supporting documentation as required paragraph 7 of this contract shall be paid by the COUNTY. Mileage and travel expenses are also included with supporting documentation as required paragraph 7 of this contract. Facsimiles are to be billed at $.25 per outgoing page, and photocopies at $.15 per page with supporting documentation as required paragraph 7.3 of this contract. Parking charges at departing and destination airports as well as necessary and reasonable taxi or common carrier expenses shall be paid by COUNTY with supporting documentation as required paragraph 7.3 of this contract. Copies of invoices should be provided or a reasonable explanation if an invoice was not provided or retained. Mileage shall not be billable for destinations within fifty (50) miles of attorney's office located at 2455 E. Sunrise Blvd., Fort Lauderdale, FL 33304. 7.3.1.1. Expedited or emergency services ATTORNEY is expected to avoid using expedited or emergency services, such as express delivery services, couriers, telecopying, overtime, and so on, unless necessary because of unexpected developments or extremely short deadlines. COUNTY may refuse to pay for any such expenses when incurred routinely or because of ATTORNEY'S failure to manage the matter efficiently. 7.3.1.2. Computerized research 6 ATTORNEY is expected to use computerized research services cost - effectively to reduce time spent on research, for example, while closely- monitoring computerized research to insure that the charges are reasonable and necessary. ATTORNEY agrees to charge $1.00 per minute for use of Lexis, not to exceed $200 per file, unless authorized and approved by COUNTY. 7.3.1.3. Photocopying ATTORNEY is encouraged to use outside copying services if this will reduce the cost of large - volume copying, provided that these expenses are efficient, cost - effective, and incurred and billed in accordance with this Agreement. ATTORNEY is responsible for insuring that all copying complies with copyright obligations. 7.3.1.4. Transcripts Transcripts should not be ordered on an expedited basis unless necessary and approved in advance by COUNTY. 7.3.1.5 Travel Expenses Travel expenses in excess of $250 may only be reimbursed if travel is approved in advance by COUNTY or the Florida League of Cities. Reimbursable travel expenses, if approved in advance, are the cost of transportation by the least expensive practicable means (e.g., coach class air travel), the cost of reasonable hotel accommodations, and the cost of transportation while out of town (e.g., by cab or rental car, whichever seems reasonable, at the lowest available rate). Travel expenses will be reimbursed for meals in accordance with Florida Statute 112.061. Invoices and receipts should be provided with the statement for services and if they are not attached, a reasonable explanation must be provided supporting the expenses incurred signed by the attorney acknowledging the expenditure. When traveling by air the boarding pass shall be included with the invoice or with a signed statement by attorney acknowledging the expenditure. Travel within 50 miles of the office of the attorney is not billable. 7.3.1.6 Travel Time Travel by more than one time - keeper at the same time to the same destination is not allowed without prior approval from COUNTY. In order to be reimbursed for airline tickets, the boarding pass or its equivalent shall be attached to the invoice. 7.3.2. Non - reimbursable expenses The following expenses will in no event be reimbursable without prior written approval by County Attorney and approval by the Board of County Commissioners: 7.3.2.1. Personal and Office Costs Meals for time - keepers not related to travel, overtime, word processing or computer charges, personal expenses, expenses that benefitted other clients, expenses for books, costs of temporary employees, periodicals or other library materials, internal filing or other document handling charges, clerical expenses, stationery and other supply expenses, utilities, and any other expense that is either unreasonable or unnecessary. (The fact that ATTORNEY charges other clients or that other firms charge their clients for an expense does not make it reasonable or necessary under this Agreement.) 7.3.2.2. Experts, consultants, support services, outsourced services, etc ATTORNEY is not authorized to retain experts, additional counsel, consultants, support services, or the like, or to out source or delegate work outside ATTORNEY'S law firm, without prior written approval by County Attorney. If agreed to ATTORNEY will be responsible for selecting and managing the services of others so that their services and expenses will be rendered in accordance with the terms of this Agreement, including terms applicable to ATTORNEY. ATTORNEY will manage others to obtain cost - effective services for COUNTY. Unless otherwise agreed in writing, ATTORNEY shall obtain a written retainer agreement, in a form which may be specified by COUNTY, from each service provider, with bills from each provider being sent to both ATTORNEY and COUNTY. 7.3.2.3 Temporary Staffing ATTORNEY will not bill COUNTY for the time and expenses of temporary employees, including so- called "Temps" or contract ATTORNEYS or other staff from outside companies, nor "outsource" or delegate work, nor charge for summer associates, law clerks, or student clerks, (collectively "temporary staff' even if not temporarily employed) without full advance disclosure of the employee's temporary or short-term s status to COUNTY, including disclosure of the actual amount paid or to be paid to the individual. Unless COUNTY expressly agrees in writing to paying additional amounts after full disclosure by ATTORNEY, ATTORNEY may not charge COUNTY more than the actual cost paid by ATTORNEY. 7.3.2.4. Expenses not passed through at actual cost COUNTY will not pay any markup for expenses. COUNTY will only reimburse the ATTORNEY for their actual approved out - of- pocket costs and expenses, whether incurred personally by an approved time - keeper or incurred by other approved personnel (such as experts, consultants, support services personnel, or outsourced services personnel). 7.3.2.5. Overhead not charged to CountX COUNTY will not pay for any "expense" items that are in fact part of ATTORNEY'S overhead, which should be included within ATTORNEY'S fee, the determination of which expenses fall into this category are strictly within the discretion of the COUNTY. 7.3.3. Advance approval of expenses In addition to the items noted above, ATTORNEY shall obtain advance approval from COUNTY before incurring any expense in excess of $1000.00 if ATTORNEY expects to be reimbursed for that expense. COUNTY may refuse to pay any expense for which advance approval was not obtained by ATTORNEY. 7.3.4. Copies of receipts for expenses ATTORNEY shall include copies of receipts for all expenses with the itemized monthly bill. 7.4. Entertainment ATTORNEY shall not be reimbursed for costs of entertainment, such as in room movies, alcoholic beverages, meals other than those for ATTORNEY or approved timekeeper. 8. PAYMENT TERMS ATTORNEY'S request for payments and reimbursements may be made in either the ATTORNEY'S name or the name of the ATTORNEY'S law firm, as appropriate. ATTORNEY bills complying with this Agreement are due and payable according to the Prompt Payment Act. 9 9. MATTER MANAGEMENT COUNTY will expect that all communications between ATTORNEY, and additional timekeepers, and COUNTY will be reviewed by ATTORNEY and that ATTORNEY will serve as the point of contact for this matter, including billing questions. The COUNTY contact for this Agreement shall be: Robert B. Shillinger Chief Assistant County Attorney Monroe County Attorney's Office 1111 12 ' Street, Suite 408 Key West, Florida 33040 (305) 292 -3470 (305) 292 -3516 (facsimile) 9.1. Case monitoriniz COUNTY will be advised promptly by ATTORNEY of all significant facts and developments in the matter so that COUNTY may manage the matter effectively and make informed decisions about strategy, tactics, settlement, scheduling, costs, and other related matters. COUNTY will promptly receive from ATTORNEY copies of all orders, opinions, pleadings, briefs, memoranda (internal and external), correspondence, and any other document material to the subject matter of this Agreement, such that the COUNTY will have a current, up -to -date, "mirror" copy of the COUNTY'S file maintained by ATTORNEY. For discovery materials or exhibits that are lengthy, ATTORNEY should discuss them with COUNTY before providing a copy. Documents available in digital electronic /computerized form should be provided in that form in lieu of paper copies, if requested by County. Additionally, ATTORNEY may be required to submit, on a monthly basis, a case status and progress report to be submitted to the Board of COUNTY Commissioners. The format of the report shall be in the form required by the COUNTY ATTORNEY. 9.2. Case control ATTORNEY shall discuss all significant issues of strategy and tactics, including motions, discovery, pleadings, briefs, trial preparation, experts, and settlement, with COUNTY before implementation. ATTORNEY is expected to exercise independent professional judgment. 9.3. ATTORNEY cooperation ATTORNEY will cooperate with COUNTY or COUNTY'S representatives to promptly provide all information COUNTY requests or needs about the subject matter of this Agreement and ATTORNEY'S bills and handling of the matter. 9.4. COUNTY cooperation 10 ATTORNEY should consult with COUNTY about all opportunities for COUNTY to save money or make use of COUNTY'S expertise to assist in, e.g., responding to discovery, preparing for trial, locating experts, and the like. COUNTY may also have personnel and facilities available to reduce the expenses related to the subject matter of this Agreement. 10. CONFIDENTIALITY AND PUBLIC RELATIONS ATTORNEY is not authorized to waive or release any privilege or other protection of information — confidential, secret, or otherwise — obtained from or on behalf of COUNTY. ATTORNEY is to keep all confidential, privileged, or secret information confidential. This requirement is perpetual, i.e., it will continue even after the termination of the relationship and this Agreement. 10.1 Prohibition against use of information This requirement is also intended to prohibit ATTORNEY from using information obtained from or on behalf of COUNTY, including work product prepared at COUNTY'S expense, for other client's of ATTORNEY or his or her firm, without COUNTY'S advance written approval. 10.2 No use of County for marketing purposes ATTORNEY is not authorized to identify COUNTY as a COUNTY, e.g., for purposes of marketing or advertising, without COUNTY'S prior approval. 11. OWNERSHIP OF ATTORNEY FILES AND WORK PRODUCT ATTORNEY understands that all files and work product prepared by ATTORNEY or his or her firm at the expense of COUNTY (or for which COUNTY is otherwise billed) is the property of COUNTY. Without COUNTY'S prior written approval, this work product may not be used by ATTORNEY or his or her firm nor disclosed by ATTORNEY or his or her firm to others, except in the normal course of ATTORNEY'S representation of COUNTY in this matter. ATTORNEY agrees that COUNTY owns all rights, including copyrights, to materials prepared by COUNTY or by ATTORNEY on behalf of COUNTY. ATTORNEY shall notify COUNTY in writing at least 60 days in advance of destroying any such records and, in the event that COUNTY requests that they be preserved, shall preserve them at least one additional year (with COUNTY responsible for paying the actual cost of storage). ATTORNEY shall provide COUNTY with prompt access to (including the ability to make copies of) all ATTORNEY files and work product, regardless of whether the representation or matter is ongoing and whether ATTORNEY fees and expenses have been paid in full. 12. DISPUTE RESOLUTION ATTORNEY and COUNTY agree that if a dispute arises between them that neither shall be required to enter into any arbitration proceedings related to this Agreement 11 12. 1. Disputes regarding Attorney fees or expenses ATTORNEY and COUNTY agree that all disputes regarding ATTORNEY'S fees or expenses are to be resolved pursuant to the procedures and practices for mediation by the Attorney Consumer Assistance Program of the Florida Bar. 12.2. Disputes regarding ig nterpretation COUNTY and ATTORNEY agree that all disputes and disagreements between them regarding interpretation of the Agreement shall be attempted to be resolved by a meet and confer session between representatives of COUNTY and ATTORNEY. If the issue or issues are still not resolved to the satisfaction of both within thirty (30) days after the meet and confer session, then either shall have the right to terminate the Agreement upon ten (10) business days notice in writing to the other party. 12.3 Leizal or Administrative procedures In the event any administrative or legal proceeding is instituted against either the COUNTY or ATTORNEY relating to the formation, execution, performance, or breach of this Agreement, the COUNTY and ATTORNEY each agree to participate, to the extent required by the other, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement; institution of any administrative or legal proceeding shall constitute immediate termination of this Agreement. ATTORNEY agrees to forward copies of all documents in his or her possession related to the matter, which is the subject of this Agreement to COUNTY at the time of filing any administrative or legal proceeding. 13. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY FOR ATTORNEY County Administrator and County Attorney 1100 Simonton Street 1111 12` Street, Suite 408 Key West, FL. 33040 Key West, FL 33040 14 GOVERNING LAW AND VENUE This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. Venue for any legal action which may arise out of or under this agreement shall be in Monroe County, Florida. 12 15. ENTIRE AGREEMENT The entire agreement between the COUNTY and ATTORNEY with respect to the subject matter hereof is contained in this Agreement. This Agreement supersedes all prior oral and written proposals and communications between the COUNTY and ATTORNEY related to this Agreement. No provision of this Agreement shall be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by the party against whom the waiver, amendment or modification is claimed. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their permitted successors and assigns. 16. FLORIDA GOVERNMENT -IN- THE - SUNSHINE LAW ATTORNEY agrees that, unless specifically exempted or excepted by Florida law, the provisions of Chapter 120, Florida Statutes, generally require full and public discussion of matters to be voted upon by the Board of County Commissioners. ATTORNEY agrees to consult with the COUNTY ATTORNEY'S office concerning the application of the Sunshine Law from time to time concerning specific circumstances that may arise during the term of this Agreement. 17. FLORIDA PUBLIC RECORDS LAW ATTORNEY agrees that, unless specifically exempted or excepted by Florida law or Rules and Regulations of The Florida Bar, the provisions of Chapter 119, Florida Statutes, generally require public access to all records and documents which may be made or received under this Agreement. ATTORNEY agrees to consult with the County Attorney's office concerning the application of the Public Records Law from time to time concerning specific circumstances that may arise during the term of this Agreement. 18. NO ASSIGNMENTS ATTORNEY shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the Board. 19. TERMINATION Either of the parties hereto may terminate this contract without cause by giving the other party fifteen (15) business days written notice of its intention to do so. 19.1 Documents forwarded to COUNTY 13 ATTORNEY agrees to forward to COUNTY along with Notice of Termination or upon receipt of Notice of Termination, depending upon which party terminates the Agreement, copies of all documents in his or her possession of any nature whatsoever related to the ATTORNEY'S representation of COUNTY or obtained due to ATTORNEY'S representation of COUNTY. 19.2 Restriction on Communications ATTORNEY agrees not to communicate with the public, including the press, about COUNTY or about this matter. 20. SEVERABILITY If a term, covenant, condition or provision of this Agreement shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provision of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and ATTORNEY agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 21. CAPTIONS The captions set forth herein are for convenience of reference only and shall not define, modify, or limit any of the terms hereof. 22. LEGAL OBLIGATIONS AND RESPONSIBILITIES, NON - DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES This Agreement is not intended to relieve, nor shall it be construed as relieving, either the COUNTY or ATTORNEY from any obligation or responsibility imposed upon each by law except to the extent of actual and timely performance thereof by the other, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further this Agreement is not intended to authorize, nor shall it be construed as authorizing, the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida Constitution, state statutes, case law, and, specifically, the provisions of Chapter 125, Florida Statutes. 23. RECORDS ATTORNEY shall maintain all books, records, and documents directly pertinent to performance under this Agreement, including the documents referred to in this Agreement, in accordance with generally accepted accounting principles, consistently applied. Upon ten (10) business days written notice to the other, representatives of 14 either the COUNTY or ATTORNEY shall have access, at all reasonable times, to all the other party's books, records, correspondence, instructions, receipts, vouchers and memoranda (excluding computer software) pertaining to work under this Agreement for the purpose of conducting a complete independent fiscal audit. ATTORNEY shall retain all records required to be kept under this Agreement for a minimum of five years, and for at least four years after the termination of this agreement. ATTORNEY shall keep such records as are necessary to document the performance of the agreement and expenses as incurred, and give access to these records at the request of the COUNTY, the State of Florida or authorized agents and representatives of said government bodies. It is the responsibility of ATTORNEY to maintain appropriate records to insure a proper accounting of all collections and remittances. ATTORNEY shall be responsible for repayment of any and all audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. 24. PUBLIC ACCESS The COUNTY and ATTORNEY shall allow and permit reasonable access to and inspection of, all documents, papers, letters, or other materials subject to the Florida Public Records Law, as provided in Chapter 119, Florida Statutes, and made or received by the them, unless specifically exempted by State Statute, Rules and Regulations of The Florida Bar, or case law. COUNTY shall have the right to cancel this agreement upon violation of this provision by ATTORNEY. 25. MONROE COUNTY CODE ETHICS PROVISION ATTORNEY warrants that he or she has not employed, retained or otherwise had act on his behalf any former COUNTY officer or employee in violation of Section 2 of Ordinance No. 10 -1990 or any COUNTY officer or employee in violation of Section 3 of Ordinance No. 10 1990. For breach or violation of this provision the COUNTY may, at its discretion, terminate this Agreement without liability and may also, at its discretion, deduct from the sums owed under the Agreement, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present COUNTY officer or employee. COUNTY employees and officers are required to comply with the standards of conduct delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts, doing business with one's agency, unauthorized compensation, and misuse of public position, conflicting employment or contractual relationship, and disclosure of certain information. 26. PUBLIC ENTITY CRIME STATEMENT Florida law provides that person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on an agreement to provide any goods or services to a public entity, may not submit a bid on a agreement with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not 15 be awarded or perform work as a contractor, supplier, sub contractor, or consultant under a agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of thirty -six (36) months from the date of being placed on the convicted vendor list. ATTORNEY warrants the neither ATTORNEY nor any authorized time keeper has been named to the convicted vendor list. 27. ANTI - KICKBACK ATTORNEY warrants that no person has been employed or retained to solicit or secure this Agreement upon any contract or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the COUNTY has any interest, financially or otherwise, in this Agreement, except as expressly stated herein. For breach or violation of this warranty, the COUNTY shall have the right to annul this agreement without liability or, in its discretion, to deduct any sums to be paid by COUNTY under this Agreement, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 28. MODIFICATIONS AND AMENDMENTS This Agreement may not be modified in any way without the express, written consent of both parties. Any and all modifications and Amendments of the terms of this Agreement shall be in writing and executed by the Board of County Commissioners for Monroe County and by ATTORNEY in the same manner as this Agreement. 29. INDEPENDENT CONTRACTOR At all times and for all purposes hereunder, ATTORNEY is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed so as to find ATTORNEY or any of the authorized time keepers, to be the employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County. 30. COMPLIANCE WITH LAW In carrying out ATTORNEY'S obligations under this agreement, ATTORNEY shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this Agreement, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to ATTORNEY. 31. LICENSING ATTORNEY warrants that ATTORNEY and additional timekeepers do presently have, shall have prior to commencement of work under this Agreement, and at all times 16 during said work, all required licenses and permits whether federal, state, County or City. 32. NON - DISCRIMINATION ATTORNEY agrees that he or she will not discriminate against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. ATTORNEY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. 33. NON - RELIANCE BY NON - PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and ATTORNEY agree that neither the COUNTY nor ATTORNEY or any officer, agent, or employee of each shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated under this Agreement. 34. ATTESTATIONS ATTORNEY agrees to execute such documents as the COUNTY may reasonable require, including a Drug -Free Workplace Statement, and a Public Entity Crime Statement. 35. COUNTY AUTHORITY This Agreement has been duly noticed at a legally held public meeting conducted in Monroe County, Florida. COUNTY'S performance and obligation to pay under this contract, is contingent upon annual appropriation by the Board of County Commissioners. 36. INSURANCE Prior to execution of this agreement, ATTORNEY shall furnish COUNTY Certificates of Insurance indicating the minimum professional liability coverage for ATTORNEY and additional time - keepers in the amount of $1,000,000. ATTORNEY agrees to keep the same amount of coverage or more at all times and to provide proof of said coverage to COUNTY at COUNTY'S request at any time during the term of the Agreement. 17 37. NO PERSONAL LIABILITY No covenant or obligation contained in this Agreement shall be deemed to be a covenant or obligation of any member, officer, agent or employee of the Board of County Commissioners of Monroe County in his or her individual capacity and no member, officer, agent or employee of the Board of County Commissioners of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 38. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and the COUNTY and ATTORNEY may execute this Agreement by signing any such counterpart. 39. EXECUTION BY COUNTY ATTORNEY Due to litigation, court scheduling constraints and in order to allow ATTORNEY to begin representation in a timely manner this agreement may be executed by the County Attorney prior to final approval of the Board of County Commissioners; in the event that the agreement is not approved by the Board of County Commissioners, ATTORNEY shall submit an invoice for the time and expenses incurred from the date of execution by the County Attorney until the Board of County Commissioners voted not to approve this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day 0-finst written above. ' BY Deputy Clerk Date. Zo, zoi 2 U z O Q } z D 0 U w 0 cc z 0 2 z r N CD CD � d h 0 c N C 0 N C 0 n Board of County Commissioners Of Monroe Qpunty By: eV Mayor Date: Zv z oi z Witness to ATTORNEY: ATTO EY: SiWiature I ' Signature: E ruc Johnson t „ - nn (2w- -(q `1 l� Ll.�(1 G1 Pre si entt Jo son, Ansel o, et al,, P.A. !� G _e �J Print Name Print Name Address: 50Z3 N3LO �`� ;ire l �ce�lwl �i n DATE: VD, - aU DATE: Z� Z '- 1 F _ �° rat � O c il 18 'F \ a ' BY Deputy Clerk Date. Zo, zoi 2 U z O Q } z D 0 U w 0 cc z 0 2 z r N CD CD � d h 0 c N C 0 N C 0 n Board of County Commissioners Of Monroe Qpunty By: eV Mayor Date: Zv z oi z Witness to ATTORNEY: ATTO EY: SiWiature I ' Signature: E ruc Johnson t „ - nn (2w- -(q `1 l� Ll.�(1 G1 Pre si entt Jo son, Ansel o, et al,, P.A. !� G _e �J Print Name Print Name Address: 50Z3 N3LO �`� ;ire l �ce�lwl �i n DATE: VD, - aU DATE: Z� Z '- 1 F _ �° rat � O c il 18