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Item R3County of Monroe <r BOARD OF COUNTY COMMISSIONERS David L. Koche (partner) � Mayor David Rice, District 4 IleOI1da Keys ��x t t 0. Mayor Pro Tem Sylvia J. Murphy, District 5 Danny L. Kolhage, District I Christopher R. Dingman (associate) P f,< George Neugent, District 2 a Heather Carruthers, District 3 County Commission Meeting March 21, 2018 Agenda Item Number: R.3 Agenda Item Summary #3978 BULK ITEM: Yes DEPARTMENT: County Attorney's Office TIME APPROXIMATE: STAFF CONTACT: Cynthia Hall (305) 292 -3470 No AGENDA ITEM WORDING: Rescission of First Amendment to Professional Services Agreement with law firm of Barnett, Bolt, Kirkwood, Long & Koche approved by Board of County Commissioners on 12 -13 -2017 and approval of new First Amendment to Professional Services Agreement, to correct hourly rate for one attorney. ITEM BACKGROUND: On March 26, 2015, the County entered into a Professional Services Agreement with the law firm of Barnett, Bolt, Kirkwood, Long & Koche, P.A., for tax advice and representation, up to a maximum of fifty thousand dollars ($50,000). Article 3 of the Agreement specified three timekeepers and their hourly rates. On April 12, 2017, the Firm notified the County that the hourly rates for the three timekeepers increased as follows: Timekeeper Previous Rate New Rate David L. Koche (partner) $435 $450 Micah G. Fogarty (partner) $250 $275 Christopher R. Dingman (associate) $215 $250 The April 12, 2017 letter also provides that the hourly rates for paralegals would increase from $145 /hour to $165 /hour. There are no other changes to the original Agreement. On December 13, 2017, the BOCC approved the First Amendment to the Professional Services Agreement to increase the hourly rates for the three attorneys. However, due to an inadvertent scrivener's error, the hourly firm for Christopher Dingman was shown correctly in the backup, but was left at the original amount in the First Amendment. This agenda item corrects that error. There are no other changes to the First Amendment adopted on 12 -13 -2017, which was not executed by the Mayor. PREVIOUS RELEVANT BOCC ACTION: 12/13/2017, item 0.2 — approval of First Amendment to Professional Services Agreement. CONTRACT /AGREEMENT CHANGES: Raises hourly fees for three timekeepers STAFF RECOMMENDATION: Approval. DOCUMENTATION: Correct First Amendment Barnett Bolt Item 0.2 12 -13 -2017 meeting, to be rescinded Barnett, Bolt, Kirkwood, Long & Koche 041515 Updated hourly rates as of 4 -2017 FINANCIAL IMPACT: Effective Date: April 1, 2017 Expiration Date: None Total Dollar Value of Contract: Maximum of $50,000 Total Cost to County: Maximum of $50,000 Current Year Portion: Budgeted: Yes Source of Funds: Primarily ad valorem. CPI: No Indirect Costs: Non Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No Grant: County Match: Insurance Required: Additional Details: If yes, amount: Raises hourly fees for three timekeepers. The amount is already budgeted. REVIEWED BY: Bob Shillinger Budget and Finance Maria Slavik Kathy Peters Board of County Commissioners Completed 03/06/2018 9:21 AM Completed 03/06/2018 9:22 AM Completed 03/06/2018 9:26 AM Completed 03/06/2018 2:13 PM Pending 03/21/2018 9:00 AM FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT THIS FIRST AMENDMENT ("Amendment") to the Professional Services Agreement between MONROE COUNTY, hereinafter referred to as Client, and BARNETT, BOLT, KIRKWOOD, LONG & KOCHE, P.A., hereinafter referred to as Firm (collectively, "the Parties"), is made and entered into as of December 13, 2017. WHEREAS, Client uses the legal services of the Firm for tax advice and representation; and WHEREAS, on March 26, 2015, the Parties entered into a Professional Services Agreement ("Agreement") for the provision of the legal services; and WHEREAS, on April 1, 2017, the Firm notified the Client that the hourly rates of the Firm's attorneys performing work for the County were being raised; and WHEREAS, the Parties wish to revise the Agreement in order to update the hourly rates to be charged; NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: 1. The hourly fees shown in Article 3 (Compensation) of the Agreement are revised to read as follows: ARTICLE 3 - COMPENSATION FEES: The following are approved time-keepers and their hourly rates: Name Hourly Rate David L. Koche $450.00 Micah G. Fogarty $275.00 Christopher R. Dingman $250.00 In addition to the above, the hourly fee in the range of $200 to $275 will be paid for the services of any associates and the hourly fee of $165 will be paid for the services of any paralegal. Hourly rates may be redetermined in the Firm's sole discretion as of January of each year. 2. The changes listed in paragraph 1 hereto are retroactive to April 1, 2017. 3. In all other respects the Agreement between the Parties remains unchanged, and in full force and effect. 1 IN WITNESS WHEREOF, the Client and the Firm have executed this Agreement as of the day and year first above written. Name: David L. Koche Title: Shareholder MONROE COUNTY BOARD OF COUNTY COMMISSIONERS By: Name: Title: Mayor 19 BARNE -1 OP ID: DATE (MMIDDNYYY) CERTIFICATE OF LIABILITY INSURANCE 11/13/2017 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 R EPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE H OLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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 co nfer riaahts to the certificate holder in lieu of such endorsement(s). PRODUCER 813- 251 -2580 Shea Barclay (Tampa) Mike Shea 501 E. Kennedy Blvd, #1000 Tampa, FL 33602 c Aaron Ka PHONE 813- 251 -2580 F A 813- 251 -2585 I (A/C, No, Ext): A/C, No _, a s: -.— Jack Compton INSURERS) AFFORDING COVERAGE _ Argonaut Ins Co. NA # INSURER A: UMBRELLA LIAB INSURED Barnett Bolt Kirkwood Long & Koche, P.A. INSURERB EXCESS LIAB 601 Bayshore Blvd., Suite 700 I NSURER c Tampa, FL 33606 INSURER D : 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. mart TYPE OF INSURANCE w w` VO "I POLICY NU LIMIT _ LT [INSD WVD (M MdDD fYYYY t F COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE — CLAIMS -MADE OCCUR ^ I DAMAGE TO RENTED _.I _...� _PR EMISE F a occurrencee I S L AGGREGATE LIMIT APPLIES PER: POLICY 0 JPC El LOC AUTOMOBILE LIABILITY _ ANY AUTO OWNED AUTOS ONLY )— SCHEDULED AUTOSS AUTOS ONLY p _. AU O UMBRELLA LIAB - OCCUR' EXCESS LIAB CLAIMSTN I DED RETENTION $ YIN I N Liab. PER CLAIM DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) regate t � sy�•° Monroe County Board of County Commissioners 3,000,00 3,000,00 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 ACORD 25 (2016/03) ©1988 -2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD AGENDA ITEM WORDING: Approval of First Amendment to Professional Services Agreement with law firm of Barnett, Bolt, Kirkwood, Long & Koche, to increase hourly rates for three timekeepers. ITEM BACKGROUND: On March 26, 2015, the County entered into a Professional Services Agreement with the law firm of Barnett, Bolt, Kirkwood, Long & Koche, P.A., for tax advice and representation, up to a maximum of fifty thousand dollars ($50,000). Article 3 of the Agreement specified three timekeepers and their hourly rates. On April 12, 2017, the Firm notified the County that the hourly rates for the three timekeepers increased as follows: Timekeeper Previous Rate New Rate David L. Koche (partner) $435 $450 Micah G. Fogarty (partner) $250 $275 Christopher R. Dingman (associate) $215 $250 The April 12, 2017 letter also provides that the hourly rates for paralegals will increase from $145/hour to $165/hour. There are no other changes to the original Agreement. The Amendment provides for retroactive increase of these hourly rates, back to April 1, 2017. PREVIOUS RELEVANT BOCC ACTION: March 26, 2015 — approval of Professional Services Agreement. CONTRACT/AGREEMENT CHANGES: Raises hourly fees for three timekeepers STAFF RECOMMENDATION: Approval. DOCUMENTATION: R.3.b 0.2 j First Amendment Barnett Bolt Barnett, Bolt, Kirkwood, Long & Koche 041515 Updated hourly rates as of 4-2017 FINANCIAL IMPACT: Effective Date: April 1, 2017 Expiration Date: None Total Dollar Value of Contract: Maximum of $50,000 Total Cost to County: Maximum of $50,000 Current Year Portion: Budgeted: Yes Source of Funds: Primarily ad valorem. CPI: No Indirect Costs: Non Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No Grant: County Match: Insurance Required: Additional Details: If yes, amount: Raises hourly fees for three timekeepers. The amount is already budgeted. I DLTJ I D 1 i Bob Shillinger Completed 11/06/2017 2:32 PM Budget and Finance Completed 11/06/2017 3:09 PM Maria Slavik Completed 11/06/2017 3:10 PM Kathy Peters Completed 11/08/2017 9:09 AM Board of County Commissioners Pending 12/13/2017 9:00 AM I Pa�kgt 06-23Q4 I Packet Pg. 1422 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT THIS FIRST AMENDMENT ("Amendment") to the Professional Services Agreement between MONROE COUNTY, hereinafter referred to as Client, and BARNETT, BOLT, KIRKWOOD, LONG & KOCHE, P.A., hereinafter referred to as Firm (collectively, "the Parties"), is made and entered into as of December 13, 2017. WHEREAS, Client uses the legal services of the Firm for tax advice and representation; and WHEREAS, on March 26, 2015, the Parties entered into a Professional Services Agreement ("Agreement") for the provision of the legal services; and WHEREAS, on April 1, 2017, the Firm notified the Client that the hourly rates of the Firm's attorneys performing work for the County were being raised; and WHEREAS, the Parties wish to revise the Agreement in order to update the hourly rates to be charged; NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: 1. The hourly fees shown in Article 3 (Compensation) of the Agreement are revised to read as follows: ARTICLE 3 - COMPENSATION FEES: The following are approved time-keepers and their hourly rates: Name Hourly Rate David L. Koche $450.00 Micah G. Fogarty $275.00 Christopher R. Dingman $215.00 In addition to the above, the hourly fee in the range of $200 to $275 will be paid for the services of any associates and the hourly fee of $165 will be paid for the services of any paralegal. Hourly rates may be redetermined in the Firm's sole discretion as of January of each year. 2. The changes listed in paragraph 1 hereto are retroactive to April 1, 2017. 3. In all other respects the Agreement between the Parties remains unchanged, and in full force and effect. I � : Packet Pg. 2105 I Packet Pg. 1423 R.3.b 0.2.a IN WITNESS WHEREOF, the Client and the Firm have executed this Agreement as of the day and year first above written. BARNETT, BOLT, KIRKWOOD, MONROE COUNTY BOARD OF COUNTY LONG & KOCHE, P.A. COMMISSIONERS By: By: Name: David L. Koche Name: Title: Shareholder Title: Mayor P acket 306 Pg. 1424 DATE: April 24, 2015 RMMM TO; Bob Shillinger, APR 2Q15 Y County Attorney MONROE COUNTY q'r1'ORNEY ATTN.- Kathy Peters FROM Lindsey Ballard, CVV At the April 15, 2015, Board of County Commissioner's meeting the Board granted approval and authorized execution of Item N2 Professional Services Agreement with the law firm of Barnett, Bolt, Kirkwood, Long & Koche, P.A. for advice and representation of the County in connection with employment tax issues. Enclosed is a duplicate original of the above - mentioned for your handling. Should you have any questions, please feel free to contact my office. cc: VCounty Attorney (electronic copy) Finance (electronic copy) File 500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305- 295 -3130 Fox: 305 -295 -3663 3117 Overseas Highway, Marathon, FL 33050 Phone: 305 -289 -6027 Fax: 305- 289 -6025 88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305- 852 -7146 Packet 06. 23o7' Packet P9. 1425 COPY PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 26 day of March, 2015 by and between MONROE COUNTY, hereinafter referred to as Client, and BARNETT, BOLT, KIRKWOOD, LONG & KOCHE, P.A., hereinafter referred to as Firm. WHEREAS, the Client requires certain professional legal services; and, WHEREAS, the Firm represents that it is capable of providing such Services: NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: ARTICLE I - EFFECTIVE DATE AND TERM The effective date of this Agreement shall be April 15, 2015. The Agreement shall continue in full force and effect until terminated either by the Firm or by the Client. Monroe County's obligation to pay is contingent upon annual appropriation by the Monroe County Board of County Commissioners. ARTICLE 2 - SERVICE TO BE PERFORMED The Firm shall provide advice and legal representation with regard to taxation matters as requested by Monroe County and subject to the prior approval of the Firm, up to a maximum of fifty thousand dollars ($50,000.00). The Firm has conducted a thorough investigation and determined that neither the Firm nor its attorneys has any ethical impediment, real or potential, to representing the County. If any such impediment arises, the Firm shall immediately take steps required by Florida Bar rules to resolve the conflict or withdraw from representation. If a conflict of interest arises that cannot be avoided or mitigated under the Rules of Professional Conduct of the Florida Bar, the County may, in its discretion, (a) obtain reimbursement from the Firm for all fees and costs paid to the Firm in this matter; and (b) obtain cancellation of all further amounts allegedly owed by the County to the Firm. ARTICLE 3 - COMPENSATION FEES: The following are approved time-keepers and their hourly rates: Name Hourly Rate David L. Koche $435.00 Micah G. Fogarty $250.00 Chris Dingman $215.00 In addition to the above, the hourly fee in the range of $200 to $275 will be paid for the services of any associates and the hourly fee of $145 will be paid for the services of any paralegal. Hourly rates may be redetermined in the Firm's sole discretion as of January of each year. 1 Packet P . 2308 J Packet Pa. 1426 COSTS: 1. Travel expenses will be reimbursed in accordance with and at the rate set forth in the applicable provisions for "approved travelers" in the Monroe County Code, and will be summarized on the Monroe County Travel Form with all applicable receipts attached. 2. Other reimbursable expenses will include court filing fees and costs, witness fees (including experts and consultants) and court reporter fees. 3. All other costs will be non-reimbursable, including but not limited to postage (including overnight mail), photocopies, facsimiles, telephone charges, courier charges, and computerized research. RETAINER A retainer will not be required. BILLING All bills shall be sent to the Client on a monthly basis. All bills shall be paid in accordance with Florida Local Government Prompt Payment Act unless there are disputed charges. All billing shall be done in .10 hour increments. Each bill will include a total to date figure on individual cases. The bills will list the names of the attorneys or paralegals working on the matter. Each entry will delineate who has done the work via initials or some other method. The Client will receive early and frequent evaluation of all cases. If the client is not likely to prevail in the litigation, in the Firm's reasonable estimation, the Client will be advised in order to minimize litigation costs, and settle the case. ARTICLE 4 - STANDARD OF CARE The Firm shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by Attorneys under similar circumstances and the Firm shall, at no additional cost to the Client, re-perform services which fail to satisfy the foregoing standard of care. ARTICLE 5 - COMPLIANCE WITH LAWS In performance of the Services, the Firm will comply with applicable regulatory requirements including federal, state, and local laws, rules regulations, orders, codes, criteria and standards. ARTICLE 6 - INSURANCE During the performance of the Services under this Agreement, the Firm shall maintain Professional Liability Insurance, which shall be written by an insurance company authorized to do business in Florida. This insurance shall provide coverage against such liability resulting from this Contract. The minimum limits of coverage shall be $3,000,000 per claim and $3,000,000 aggregate with a deductible of $25,000. ARTICLE 7 — MODIFICATION and TERMINATION OF AGREEMENT Any modification to this Agreement requires the express written consent of both parties. 19 P acket Pa. 2309 Packet Pg. 1427 Client shall have the right to terminate this Agreement or suspend performance thereof without cause for the Client's convenience upon written notice to the Firm, and the Firm shall have the right to terminate or suspend performance of Services upon written notice to the Client and upon terms consistent with the Rules Regulating the Florida Bar and the State and Federal Rules of Civil Procedure. ARTICLE 8 - UNCONTROLLABLE FORCES Neither the Client nor the Firm shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions (unless such governmental action is the nonpayment of legal fees). Neither party shall, however, be excused from performance if nonperformance is due to forces which are preventable, removable, or remediable and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The prevailing party in any proceeding to resolve a dispute under this Agreement shall be entitled to recover reasonable expenses, including attorney's fees and costs. ARTICLE 10 — NOTICE Any notice required to be given under this Agreement shall be in writing and delivered by certified mail, return receipt requested, to the other party as follows: For Monroe County: Monroe County Attorney's Office 1111 12" St. Suite 408 Key West, FL 33040 Tel.: (305) 292-3470 Fax: (305) 292-3516 For the Firm: David L. Koche, Esq. Barnett, Bolt, Kirkwood, Long & Koche, P.A. 601 Bayshore Boulevard, Suite 700 Tampa, FL 33606 Tel.: (813) 253-2020 ext. 111 Fax: (813) 251-6711 ARTICLE 11 — ETHICS CLAUSE The Firm warrants that it has not employed, retained or otherwise had acts on its behalf any former Monroe County Code officer or employee in violation of Section 2 of Ordinance 10-1990 or any current County officer or employee in violation of Section 3 of Monroe County Ordinance 10-1990. For breach or violation of this provision, the County may, at its discretion, terminate this Agreement without liability and may also deduct from the amount owed the full amount of any fee, commission, percentage, gift or consideration paid to the former or present County officer or employee. 3 Packet '00. 2316 - FPacket Pg. 1428 ARTICLE 12 - GOVERNING LAW This Agreement shall be governed and construed by and in accordance With the laws of the State of Florida. Name: David L. Koche Title: Shareholder Name: Danny L. Kolhage Title: Mayor %SEAL) ATTEST. AMY HEAMUK CLERK f'3EPtlTY 1, E l l Pa: 66t P6.2311 " Packet Pg. 1429 BARNETT, BOLT, KIRKWOOD, LONG 8 KOCHE LESUEJ BARNETT CRAIG BEHRENFELD ROBERTS BOLT HUNTERJ BROWNLEE CHARLES A CARLSON CHRISTOPHER R DINGMAN MATTHEW L EVANS MICAH G FOGARTY MICHAEL V. HARGETT DAVID M HEMEYER LESLIE WAGER HUDOCK LEONARD H JOHNSON PETER T KIRKWOOD DAVID L KOCHE ATTORNEYS AT LAW SUITE 700 60i BAYSHORE BOULEVARD TAMPA, FLORIDA 33606 -2756 TELEPHONE (813) 253 -2020 TELECOPIER (813) 251 -6711 April 12, 2017 VALERIE STOKER LITSCHGI THOMAS LONG RACHEL ALBRIT'ON LUNSFORD SHEADA MADANI MICHAEL MILLER JENNIFER E MURPHY STEVEN C PRATICO RICHARD W RADKE STEVEN D SHAPIRO SCOTT O ST'GALL AMY E STOLL WILLIAM R VINCENT OF COUNSEL JEFFREY P GREENBERG VIA FEDERAL EXPRESS Cynthia L. Hall, Esq. Monroe County Attorney's Office 1111 12'' Street, Suite 408 Key West, FL 33040 Re: Professional Services Agreement (the "Agreement ") between Monroe County and Barnett, Bolt, Kirkwood, Long & Koche Dear Ms. Hall: In accordance with Article 3 of the Agreement, please be advised that the current hourly rates for the approved timekeepers are as follows (as increased since the March 26, 2015 engagement letter): Name Hourly Rate David L. Koche $450.00 Micah G. Fogarty $275.00 Christopher R. Dingman $250.00 In addition, the hourly fee in the range of $200.00 to $275.00 will be paid for the services of any associates and the hourly rate of $165.00 will be paid for the services of any paralegal. Please do not hesitate to call me if you have any questions. Sincerely, MGF /tls cc: David L. Koche, Esq. BARNETT, BOLT, KIRKWOOD, LONG & KOCHE 40 Micah G. Fogarty #1024234 Packet P ' . 2312 Packet Pg. 1430 DATE: April 24, 2015 TO: Bob Shillinger, County Attorney ATTN.- Kathy Peters FROM. • Lindsey Ballard, D.0 RECEIVED APR 3 0 2015 # MONROE COUNTY ATTORNEY At the April 15, 2015, Board of County Commissioner's meeting the Board granted approval and authorized execution of Item N2 Professional Services Agreement with the law firm of Barnett, Bolt, Kirkwood, Long & Koche, P.A. for advice and representation of the County in connection with employment tax issues. Enclosed is a duplicate original of the above - mentioned for your handling. Should you have any questions, please feel free to contact my office. cc: %County Attorney (electronic copy) Finance (electronic copy) File 500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305- 295 -3130 Fax. 305- 295 -3663 3117 Overseas Highway, Marathon, FL 33050 Phone: 305 - 289 -6027 Fax. 30S- 289 -6025 88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305 - 852 -7146 COPY PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT ( "Agreement ") is made and entered into this 26 day of March, 2015 by and between MONROE COUNTY, hereinafter referred to as Client, and BARNETT, BOLT, KIRKWOOD, LONG & KOCHE, P.A., hereinafter referred to as Firm. WHEREAS, the Client requires certain professional legal services; and, WHEREAS, the Firm represents that it is capable of providing such Services: NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: ARTICLE 1 - EFFECTIVE DATE AND TERM The effective date of this Agreement shall be April 15, 2015. The Agreement shall continue in full force and effect until terminated either by the Firm or by the Client. Monroe County's obligation to pay is contingent upon annual appropriation by the Monroe County Board of County Commissioners. ARTICLE 2 - SERVICE TO BE PERFORMED The Firm shall provide advice and legal representation with regard to taxation matters as requested by Monroe County and subject to the prior approval of the Firm, up to a maximum of fifty thousand dollars ($50,000.00). The Firm has conducted a thorough investigation and determined that neither the Firm nor its attorneys has any ethical impediment, real or potential, to representing the County. If any such impediment arises, the Firm shall immediately take steps required by Florida Bar rules to resolve the conflict or withdraw from representation. If a conflict of interest arises that cannot be avoided or mitigated under the Rules of Professional Conduct of the Florida Bar, the County may, in its discretion, (a) obtain reimbursement from the Firm for all fees and costs paid to the Firm in this matter; and (b) obtain cancellation of all further amounts allegedly owed by the County to the Firm. ARTICLE 3 - COMPENSATION FEES: The following are approved time- keepers and their hourly rates: Name David L. Koche Micah G. Fogarty Chris Dingman Hourly Rate $435.00 $250.00 $215.00 In addition to the above, the hourly fee in the range of $200 to $275 will be paid for the services of any associates and the hourly fee of $145 will be paid for the services of any paralegal. Hourly rates may be redetermined in the Firm's sole discretion as of January of each year. 1 COSTS: 1. Travel expenses will be reimbursed in accordance with and at the rate set forth in the applicable provisions for "approved travelers" in the Monroe County Code, and will be summarized on the Monroe County Travel Form with all applicable receipts attached. 2. Other reimbursable expenses will include court filing fees and costs, witness fees (including experts and consultants) and court reporter fees. 3. All other costs will be non - reimbursable, including but not limited to postage (including overnight mail), photocopies, facsimiles, telephone charges, courier charges, and computerized research. RETAINER A retainer will not be required. BILLING All bills shall be sent to the Client on a monthly basis. All bills shall be paid in accordance with Florida Local Government Prompt Payment Act unless there are disputed charges. All billing shall be done in .10 hour increments. Each bill will include a total to date figure on individual cases. The bills will list the names of the attorneys or paralegals working on the matter. Each entry will delineate who has done the work via initials or some other method. The Client will receive early and frequent evaluation of all cases. If the client is not likely to prevail in the litigation, in the Firm's reasonable estimation, the Client will be advised in order to minimize litigation costs, and settle the case. ARTICLE 4 - STANDARD OF CARE The Firm shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by Attorneys under similar circumstances and the Firm shall, at no additional cost to the Client, re- perform services which fail to satisfy the foregoing standard of care. ARTICLE 5 - COMPLIANCE WITH LAWS In performance of the Services, the Firm will comply with applicable regulatory requirements including federal, state, and local laws, rules regulations, orders, codes, criteria and standards. ARTICLE 6 - INSURANCE During the performance of the Services under this Agreement, the Firm shall maintain Professional Liability Insurance, which shall be written by an insurance company authorized to do business in Florida. This insurance shall provide coverage against such liability resulting from this Contract. The minimum limits of coverage shall be $3,000,000 per claim and $3,000,000 aggregate with a deductible of $25,000. ARTICLE 7 — MODIFICATION and TERMINATION OF AGREEMENT Any modification to this Agreement requires the express written consent of both parties. 2 Client shall have the right to terminate this Agreement or suspend performance thereof without cause for the Client's convenience upon written notice to the Firm, and the Firm shall have the right to terminate or suspend performance of Services upon written notice to the Client and upon terms consistent with the Rules Regulating the Florida Bar and the State and Federal Rules of Civil Procedure. ARTICLE 8 - UNCONTROLLABLE FORCES Neither the Client nor the Firm shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non - performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non - performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions (unless such governmental action is the nonpayment of legal fees). Neither party shall, however, be excused from performance if nonperformance is due to forces which are preventable, removable, or remediable and which the non - performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non - performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 9 — DISPUTE RESOLUTION This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The prevailing party in any proceeding to resolve a dispute under this Agreement shall be entitled to recover reasonable expenses, including attorney's fees and costs. ARTICLE 10 — NOTICE Any notice required to be given under this Agreement shall be in writing and delivered by certified mail, return receipt requested, to the other party as follows: For Monroe County: Monroe County Attorney's Office 1111 12 St. Suite 408 Key West, FL 33040 Tel.: (305) 292 -3470 Fax: (305) 292 -3516 For the Firm: David L. Koche, Esq. Barnett, Bolt, Kirkwood, Long & Koche, P.A. 601 Bayshore Boulevard, Suite 700 Tampa, FL 33606 Tel.: (813) 253 -2020 ext. 111 Fax: (813) 251 -6711 ARTICLE 11 — ETHICS CLAUSE The Firm warrants that it has not employed, retained or otherwise had acts on its behalf any former Monroe County Code officer or employee in violation of Section 2 of Ordinance 10 -1990 or any current County officer or employee in violation of Section 3 of Monroe County Ordinance 10 -1990. For breach or violation of this provision, the County may, at its discretion, terminate this Agreement without liability and may also deduct from the amount owed the full amount of any fee, commission, percentage, gift or consideration paid to the former or present County officer or employee. 0 ARTICLE 12 — GOVERNING LAW This Agreement shall be governed and construed by and in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the Client and the Firm have executed this Agreement as of the day and year first above written. Name: David L. Koche Name: Danny L. Kolhage Title: Shareholder Title: Mayor ISEAL) ATrEST. AUy NEAVIUK CLERK r3EPlJ'9'Y L 0 BARNETT, BOLT, KIRKWOOD, LONG 6 KOCHE LESLIE J BARNETT CRAIG E BEHRENFELD ROBERT BOLT HUNTER) BROWNLEE CHARLES CARLSON CHRISTOPHER R DINGMAN MATTHEW L EVANS MICAH G FOGARTY MICHAEL V. HARGETT DAVID M HEMEYER LESLIE WAGER HUDOCK LEONARD H JOHNSON PETER T KIRKWOOD DAVID L KOCHE VIA FEDERAL EXPRESS Cynthia L. Hall, Esq. Monroe County Attorney's Office 1111 12 Street, Suite 408 Key West, FL 33040 ATTORNEYS AT LAW SUITE 700 601 BAYSHORE BOULEVARD VALERIE STOKER HGI TAMPA, FLORIDA 33606 -2756 G L THOMAS G LONG RACHEL ALBRIT - ON LUNSFORD TELEPHONE SH EADA MADANf (813) 253 -2020 MICHAEL D MILLER JENNIFER E MURPHY TELECOPIER STEVEN C PRATICO (813) 251-6711 RICHARD W RADKE STEVEN D SHAPIRO SCOTT O ST'GALL AMY E STOLL WILLIAM R VINCENT OF COUNSEL April 12, 2017 JEFFREY P GREENBERG Re: Professional Services Agreement (the "Agreement ") between Monroe County and Barnett, Bolt, Kirkwood, Long & Koche Dear Ms. Hall: In accordance with Article 3 of the Agreement, please be advised that the current hourly rates for the approved timekeepers are as follows (as increased since the March 26, 2015 engagement letter): Name Hourly Rate David L. Koche $450.00 Micah G. Fogarty $275.00 Christopher R. Dingman $250.00 In addition, the hourly fee in the range of $200.00 to $275.00 will be paid for the services of any associates and the hourly rate of $165.00 will be paid for the services of any paralegal. Please do not hesitate to call me if you have any questions. Sincerely, MGF /tls cc: David L. Koche, Esq. BARNETT, BOLT, KIRKWOOD, LONG & KOCHE Micah G. Fogarty #1024234