Item O17 0.17
BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor Sylvia Murphy,District 5
The Florida Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1
�pw° Michelle Coldiron,District 2
Heather Carruthers,District 3
David Rice,District 4
County Commission Meeting
July 17, 2019
Agenda Item Number: 0.17
Agenda Item Summary #5737
BULK ITEM: No DEPARTMENT: County Attorney's Office
TIME APPROXIMATE: STAFF CONTACT: Bob Shillinger(305) 292-3470
n/a
AGENDA ITEM WORDING: Approval of a contract for legal services with the law firm of Klein
Hornig LLP to provide representation in matters related to relocation assistance requirements for
affordable housing projects.
ITEM BACKGROUND: The County has option contracts to purchase trailer parks on Big Pine
Key (from Howard's Haven, LLC) and on Conch Key (from 7DLC, Inc.)with $1,835,000
anticipated to be provided by the Federal Government. The contractual periods during which the
County may exercise an option to purchase these properties expire(s) on December 26, 2019. Land
acquisition which utilizes such federal funds and results in displacing the selling landlord's
qualifying tenants triggers the Uniform Relocation Assistance and Real Property Acquisition Act of
1970 ("URA").
The County Attorney desires the assistance of expert counsel for this specialized area of the law and
has determined that Emily Blumberg of Klein Hornig LLP has the necessary experience and
expertise to provide that assistance. Klein Hornig LLP works with nonprofit, for-profit and public
developers to build and rehabilitate affordable housing across the country. The firm's clients range
from nationally-recognized developers building entire neighborhoods to community-based
organizations building a dozen scattered-site homes at a time.
Emily Blumberg represents clients in connection with a wide range of affordable housing, civil
rights, regulatory and community development matters. She advises public sector entities in
affordable housing transactions involving an array of financing tools, including mixed-finance public
housing development, Low-Income Housing Tax Credits ("LIHTC"), tax-exempt bonds, FHA-
insured loans and HUD assistance programs. Ms. Blumberg has significant experience helping
clients comply with the Uniform Relocation Act, civil rights and fair housing laws, admissions and
occupancy standards, and other regulatory requirements. Ms. Blumberg's hourly rate is $340 per
hour. She will consult at times with Henry Korman, a senior partner in the firm who bills at
$455.00.
Under Section 2-347(e)(5)d of the County Code, legal services are exempt from those contracts
Packet Pg. 3045
0.17
which require competitive bidding. Under 2-180 of the County Code, "[w]hen the County Attorney
determines that the best interests of the County would be served by using the expertise of outside
counsel, the county attorney shall request that the board retain the outside counsel recommended by
the county attorney. If the board concurs with the county attorney's recommendation, then the board
shall retain the outside counsel through a standard engagement contract prepared by the county
attorney and approved by the board." The proposed standard engagement contract is attached.
PREVIOUS RELEVANT BOCC ACTION: The Board approved the option contracts on
December 19, 2018 (Howard's Haven site), and January 23, 2018 (Conch Trailer Court on Conch
Key site).
CONTRACT/AGREEMENT CHANGES:
n/a
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Emily J. Blumberg CV (web link)
STAMPED AND EXECUTED UPDATED ATTORNEY AGREEMENT Klein Hornig LLP with
rates (7 9 19)
FINANCIAL IMPACT:
Effective Date: July 17, 2019
Expiration Date: TBD
Total Dollar Value of Contract: To be determined
Total Cost to County: To be determined
Current Year Portion: To be determined
Budgeted: To be determined
Source of Funds: Ad valorem
CPI: n/a
Indirect Costs: n/a
Estimated Ongoing Costs Not Included in above dollar amounts: n/a
Revenue Producing: No If yes, amount:
Grant:
County Match:
Insurance Required: Yes
Additional Details: Staff is still researching whether funds expended on legal fees may be
recouped through the grant funds.
07/17/19 148-67502 - COUNTY ATTORNEY GROWTH M $5.00
Packet Pg. 3046
0.17
REVIEWED BY:
Bob Shillinger Completed 07/02/2019 8:27 AM
Bob Shillinger Completed 07/02/2019 8:28 AM
Budget and Finance Completed 07/02/2019 8:31 AM
Maria Slavik Completed 07/02/2019 8:32 AM
Kathy Peters Completed 07/02/2019 8:35 AM
Board of County Commissioners Pending 07/17/2019 9:00 AM
Packet Pg. 3047
0.17.b
Z
U)
AGREEMENT BETWEEN MONROE COUNTY AND �
KLEIN HORNIG LLP
THIS AGREEMENT,made and entered into this 17t'day of July, 2019,by and between the BOARD OF
COUNTY COMMISSIONERS OF MONROE COUNTY,FLORIDA, ("COUNTY"), a political subdivision 0
of the State of Florida whose address is 1100 Simonton Street,Key West, Florida 33040, and KLEIN
HORNIG LLP ("ATTORNEY")regarding the retention of ATTORNEY by COUNTY to provide legal
advice and services. 2
2 a
WHEREAS,it is in the public interest of COUNTY to have legal representation as set out below, and
w
WHEREAS, the ATTORNEY has agreed to provide legal representation to the COUNTY as set forth
herein and in Attachment A.
U)
2
NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the
parties agree as follows:
3
1. THE CLIENT
2M
The Client is the COUNTY, acting by and through its duly elected and appointed officers and its I-
employees. x
E
a�
2. THE ATTORNEY
ATTORNEY is a Limited Liability Partnership named above and whose legally authorized signature
appears at the bottom of this Agreement. ATTORNEY is licensed to practice law in New York, district of w
Columbia and Illinois. ATTORNEY has been retained to provide representation to Monroe County in
connection with compliance with relocation requirements under the Uniform Relocation Act and d
Section 104(d) of the 1974 Housing and community Development Act and other related issues in w
connection with the acquisition of two mobile home parks as part of Monroe County's recovery efforts z
from Hurricane Irma. ATTORNEY may not outsource this work without full written disclosure to, and prior 0
written approval from,the COUNTY acting through the County Attorney.
3. TERM OF AGREEMENT
This Agreement and representation by ATTORNEY is effective upon execution by ATTORNEY CL
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.
C)
4. SCOPE OF THE WORK
Our representation is limited to providing legal services and advice to Monroe County, Florida
("Client")in connection with: CL
Compliance with relocation requirements under the Uniform Relocation Act and Section 104(d) co
1
Packet Pg. 3048
0.17.b
Z
U)
of the 1974 Housing and community Development Act and other related issues in connection with the �
acquisition of two mobile home parks as part of Monroe County's recovery efforts from Hurricane Irma
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. M
ATTORNEY shall designate Emily Blumberg, as the contract manager and shall at all times exercise r_
independent, professional judgment and shall assume professional responsibility for the services to be U,
provided. ATTORNEY warrants that the authorized time keepers are authorized by law to engage in the
performance of the activities encompassed by this Agreement.
4.2 Management of time keepers
re.
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 all ethical obligations.
5. REVIEW OF ETHICAL OBLIGATIONS AND POTENTIAL CONFLICTS OF INTEREST
BEFORE INITIATING REPRESENTATION
a
2M
ATTORNEY has conducted a thorough investigation and determined that neither ATTORNEY nor his 0
x
or her firm has any ethical impediment, real or potential,including but not limited to conflicts of interest, to S
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 w
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 w
other client, and take all other reasonable steps to avoid or mitigate the impediment. Notwithstanding the
foregoing, COUNTY understands and agrees that ATTORNEY may in the future — after this agreement has
terminated-represent clients before COUNTY in unrelated matters. w
z
6. PAYMENTS TO ATTORNEY
ATTORNEY shall submit to COUNTY invoices with supporting documentation acceptable to the
Clerk on a schedule as set forth in the contract. 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 with respect to this agreement will be billed on a current basis with monthly CL
invoices sent to you that will contain full detail as to the specific effort, hourly rates, and reimbursable 0
expenses incurred by ATTORNEY on COUNTY'S behalf.
to
6.1 Attorney Fee (Hourly)
w
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. The following minimum w
billing documentation and time-keeper requirements are a condition precedent to payment by the CL
COUNTY.
co
2
Packet Pg. 3049
0.17.b
U)
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 0
is not billable. Time expended by time-keepers who have not been approved by COUNTY is also not
billable.
6.3. Hourly Rates, and Changes to hourly M
The ATTORNEY has agreed to rates as more fully set forth below:
Approved Time Keepers:
Name: Hourly Rate:
Emily Blumberg $340.00
CL
Henry Korman $455.00
Adam Norlander $315.00
Taisha Sturdivant $275.00 �
Jessica Cassella $295.00 M
S
.2
With the written approval of the County Attorney, additional time keepers may be
utilized by the ATTORNEY and billed at the following rates in accordance with Exhibit z
w
B:
Partners/of-Counsel $340-455
Senior Tax Partners $635
Associates/Counsel $255-420 w
Paralegals $205-225
ATTORNEY will charge no more than the hourly rate quoted above throughout the duration of
the matter, unless otherwise agreed in writing and approved by COUNTY in the same manner as 0
w
Agreement. The hourly rate to be changed by the lawyers and paralegals are reviewed annually and
should ATTORNEY determine that a rate adjustment is warranted for this engagement the COUNTY will
CL
be notified in advance of any change.
6.4. Discounts to other Clients
to
The rates set forth above represent an approximately 15% discount charged to other
commercial clients of ATTORNEY. ATTORNEY has agreed that these are special rates 0
applicable to the COUNTY for this particular matter. Z
CL
6.5.Time keepers
co
3
Packet Pg. 3050
0.17.b
Z
U)
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.
U)
6.5.1. Duplication of effort �
So long as ATTORNEY determines,in its reasonable discretion, that there is no duplication of
effort among multiple timekeepers, or otherwise with advance COUNTY approval, ATTORNEY may 2
have more than one timekeeper bill for attendance at meetings,including the meetings with COUNTY M
representatives and internal conferences, and each timekeeper shall be paid at their rate established in
paragraph number 6.3. In all other circumstances, ATTORNEY will not have more than one timekeeper
w
bill for attendance at meetings,including the meetings with COUNTY representatives and internal
conferences, and in the event that more than one person attends, only the time of the person with the
highest rate will be billable. U)
Approval for action on the part of the ATTORNEY may be accomplished by letter, email, or
verbally by the County Attorney or his/her designee,if verbal approval is given the attorney may verify
that approval by email to ATTORNEY or CLERK(as necessary for billing purposes).
6.5.2. Time-keeper changes 2'
a
0
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 be added by amendment to this agreement and
approval by the Board of County Commissioners. In the event that additional time-keepers providing services, z
z
which are to be billed to COUNTY, are to be added, 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 w
requirements of this Agreement. COUNTY expects to receive discounts or other concessions so that any t�
increases or changes in time-keepers will not result in unnecessary or unreasonable charges to
COUNTY, e.g., for training, internal conferences, and management.
z
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 w
work product for COUNTY. In other words, no premium, markup, or other adjustment shall be made to d
COUNTY bill for time spent on work already performed.
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: X
w
7.1. Monthly
Unless otherwise agreed in a writing signed by the COUNTY, bills shall be issued monthly by CL
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. co
4
Packet Pg. 3051
O.17.b
Z
U)
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 2
constitutional officer, if not indicated in the title of the matter, for which legal services are being 2
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
w
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 CL
Clearly identify each timekeeper performing services in conjunction with each entry. Clearly 2'
a�
identify all persons who are not full-time lawyers employed by the ATTORNEY'S firm (including 0
paralegals, employees of ATTORNEY with their titles, subcontractors, independent contractors,
temporary employees, and outsourcing providers). Personnel 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
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. z
7.2.4 Totals and By Task
d
State the amount of time expended by each time-keeper broken down for each task.
7.2.5 Summary of RatesCL
It is understood that the billing rate is a per hour as set forth in paragraph number 6.3. 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, and are reconciliation between the amount charged and any applicable X
w
estimated or budgeted amount, by task. In addition, each monthly statement should show the aggregate
billing for that matter from the commencement of the matter through the currently-billed month. z
d
7.3. Expenses CL
co
5
Packet Pg. 3052
O.17.b
Z
U)
COUNTY will pay the actual, reasonable cost of the following expense items if incurred in �
accordance with the guidelines below (a copy of the form used by the County may be provided for your
convenience) and promptly itemized in ATTORNEY'S monthly bill:
7.3.1 Reimbursable expenses 0
Actual cost for necessary long distance telephone calls, telecopying at 5.25 per outgoing page,
overnight or expedited delivery, couriers, photocopying at 5.15 per page, postage, court fees, and other 2
expenses approved in advance by COUNTY. In order to receive reimbursement Attorney must attach M
copy of invoice from overnight or expedited delivery, couriers, long distance carriers and indicating
which calls are related to this agreement. All charges shall be reasonably documented on invoices to
w
demonstrate that the charge is related to this agreement.
w
7.3.1.1. Expedited or emergency services U)
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 CL
incurred routinely or because of ATTORNEY'S failure to manage the matter efficiently.
a
2M
7.3.1.2. Computerized research 0
x
ATTORNEY is expected to use computerized research services cost-effectively to reduce time 0
spent on research, for example, while closely-monitoring computerized research to insure that the charges
are reasonable and necessary. ATTORNEY is expected to pass through to COUNTY any discounts or z
other arrangements that reduce the cost of computerized services. All charges shall be reasonably w
documented on invoices to demonstrate that the charge is related to this agreement.
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 0
accordance with this Agreement. ATTORNEY is responsible for insuring that all copying complies with
copyright obligations. All charges shall be documented on invoices to demonstrate that the charge is
related to this agreement. w
7.3.1.4. TranscriptsCL
Transcripts should not be ordered without prior approval from COUNTY. Transcripts should not
be ordered on an expedited basis unless necessary and approved in advance by COUNTY. ATTORNEY
should obtain digital electronic/computerized 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 X
w
digital electronic/computerized database of all transcripts.
z
7.3.1.5 Travel Expenses
w
CL
Travel expenses within the ATTORNEY'S local area, defined as a radius of 50 miles from the
timekeeper's office, will not be reimbursed and time in transit is not billable.
CO
6
Packet Pg. 3053
0.17.b
Z
U)
Travel expenses outside the local area may only be reimbursed if 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 0
available rate). Cab fare to and from the originating airport is reimbursable. Expenses will be reimbursed
in accordance with the applicable provisions of Florida Statute 112.061 for "approved travelers" and of
the Monroe County Code Article XXVI and shall be summarized on the Monroe County Travel Form by 2
ATTORNEY with all applicable receipts attached thereto. °A
7.3.1.6 Travel Time
w
Time spent in transit outside Attorney's local area may be billed only if ATTORNEY or time-
keeper is unable to avoid traveling by using other forms of communication or it is determined by the
County Attorney that travel is in the County's best interest. Travel by more than one time-keeper at the
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.
CL
Approved travel time during normal business hours, defined weekdays from 8:30 a.m. to 6:00
p.m., will be billed at the hourly rate listed for the timekeeper in paragraph 6.3 of this Agreement. 2'
Approved travel time outside of normal business hours will be billed at one-half the hourly rate listed for 0
the timekeeper in paragraph 6.3 of this Agreement.
E
a�
7.3.2.Non-reimbursable expenses
The following expenses will in no event be reimbursable without written approval by County
Attorney and approval by the Board of County Commissioners: w
7.3.2.1.Personal and Office Costs
Meals for time-keepers not related to travel, overtime, word processing or computer charges,
personal expenses, expenses that benefited other clients, expenses for books, costs of temporary O
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 w
their clients for an expense does not make it reasonable or necessary under this Agreement.)
CL
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, outside ATTORNEY'S law firm, without approval by County Attorney. If agreed to
ATTORNEY will be responsible for selecting and managing the services of others so that their services X
w
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 z
d
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 CL
being sent to both ATTORNEY and COUNTY.
co
7
Packet Pg. 3054
O.17.b
Z
U)
7.3.2.3 Temporary Staffing
0
0
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, 0
(collectively "temporary staff' even if not temporarily employed) without full advance disclosure of the
employee's temporary or short-term 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 2
after full disclosure by ATTORNEY, ATTORNEY may not charge COUNTY more than the actual cost TO
paid by ATTORNEY.
7.3.2.4. Expenses not passed through at actual cost
w
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).
CL
7.3.2.5. Overhead not charged to County
a
2M
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
w
ATTORNEY shall obtain approval from COUNTY ATTORNEY before incurring any expense in
excess of $1,000.00 if ATTORNEY expects to be reimbursed for that expense. COUNTY, in its t�
discretion,may refuse to pay any expense for which 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.
COUNTY may refuse to pay any expense item for which documentation is not provided by ATTORNEY.
7.3.5. Expenses (and fees) after termination
CL
Upon termination of the representation, ATTORNEY shall promptly bill COUNTY for any
remaining reimbursable expenses and fees. COUNTY may refuse to pay any fees or expenses not billed w
within 45 days of termination of the representation. ATTORNEY is also expected to cooperate promptly
with all aspects of termination and, if applicable, transition to other counsel. Payment for fees and
expenses is contingent upon prompt, full cooperation. X
w
7.4. Bill and expense documentation
ATTORNEY must maintain supporting documentation for invoices until at least one year after CL
the termination of the representation. This documentation shall be made available by ATTORNEY to
COUNTY (or COUNTY'S designated representative, including an accountant, the County Clerk or CO
8
Packet Pg. 3055
O.17.b
Z
U)
County Clerk's representative, or legal bill auditor) upon COUNTY'S written request. ATTORNEY �
agrees to cooperate with any examination of this documentation and ATTORNEY'S fees and expenses,
e.g., by responding promptly and completely to any questions COUNTY or its designated representative
may have. 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 0
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 2
charged by ATTORNEY for expense items generated by ATTORNEY or his or her firm. COUNTY 2
reserves the right not to pay any fee or expense item for which sufficient documentation or expense item
for which sufficient documentation is not available to determine whether the item was necessary and
reasonable.
w
7.5 Entertainment U)
ATTORNEY shall not be reimbursed for costs of entertainment, such as in room movies and
alcoholic beverages. Furthermore, only meals for ATTORNEY and/or approved timekeeper shall be
reimbursed in accordance with the provisions in this Agreement. CL
8. PAYMENT TERMS 2'
a
0
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 Local Government Prompt Payment
Act. If the bill materially fails to comply with the requirements of this Agreement, then it is not due and z
payable until ATTORNEY remedies its deficiencies. w
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 z
point of contact for this matter, including billing questions. The COUNTY contact for this Agreement 0
shall be:
Robert Shillinger, Esq.
Monroe County Attorney
1111 12t'Street, Suite 408
Key West, Florida 33040
(305) 292-3470 (office) w
(305) 292-3516 (facsimile)
$ hrll,iti e r F_3ob a.)nio�•oecouiy .fl.�ov
X
9.1. Case monitoring
z
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 CL
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) co
9
Packet Pg. 3056
0.17.b
Z
U)
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 0
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.
2 a
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
p g > p p �
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 CL
all information COUNTY requests or needs about the subject matter of this Agreement and
ATTORNEY'S bills and handling of the matter. 2'
0
9.4. COUNTY cooperation
S
.2
ATTORNEY shall be lead counsel on the matter; however, ATTORNEY agrees that the lawyers
employed by the Monroe County Attorney's Office may enter an appearance as co-counsel in the matter. z
ATTORNEY should consult with COUNTY about all opportunities for COUNTY to save money or make w
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, w
i.e.,it will continue even after the termination of the relationship and this Agreement.
CL
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 clients 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 CL
marketing or advertising,without COUNTY'S approval.
d
C0
10
Packet Pg. 3057
0.17.b
Z
U)
11. OWNERSHIP OF ATTORNEY FILES AND WORK PRODUCT
0
0
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 written approval, this work product may not be used by ATTORNEY 0
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 2
COUNTY. ATTORNEY shall notify COUNTY in writing at least 60 days in advance of destroying any M
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
w
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. U)
12. DISPUTE RESOLUTION
ATTORNEY and COUNTY agree that if a dispute arises between them that neither shall be 0.
required to enter into any arbitration proceedings related to this Agreement.
a
2M
12.1. Disputes regarding Attorney fees or expenses and interpretation 0
x
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 z
satisfaction of both within thirty(30) days after the meet and confer session, then either shall have the w
right to terminate the Agreement upon ten(10)business days' notice in writing to the other party.
12.2 Legal 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 0
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 w
this Agreement. ATTORNEY agrees to forward copies of all documents in his or her possession related to d
the matter, which is the subject of this Agreement to COUNTY at the time of filing any administrative or
legal proceeding.
12.4 ATTORNEY'S Fees and Costs
to
In the event any administrative proceeding or cause of action is initiated or defended by the
COUNTY or ATTORNEY relative to the enforcement or interpretation of this Agreement, the prevailing 0
party shall be entitled to an award of reasonable ATTORNEY'S fees, and court costs, as an award against z
d
the non-prevailing party, and shall include reasonable ATTORNEY'S fees, and court costs in appellate
proceedings. CL
CO
11
Packet Pg. 3058
0.17.b
U)
Mediation proceedings initiated and conducted pursuant to this Agreement or as may be required �
by a court of competent jurisdiction shall be conducted in accordance the usual and customary procedures
required by the circuit court.
U)
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: 2
aA
a
FOR COUNTY 0
County Administrator and County Attorney
1100 Simonton Street PO Box 1026
re.
Key West, FL. 33040 Key West, FL 33040
FOR ATTORNEY
Emily Blumberg
1325 F Street,NW, suite 770
Washington, FC 20005 2'
0
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 w
which may arise out of or under this agreement shall be in Monroe County, Florida.
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 oral and written proposals and 0
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 w
modification is claimed. This Agreement shall be binding upon and inure to the benefit of the parties d
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 Section 286.011, Florida Statutes, generally require full and public discussion of matters to be voted X
w
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 z
d
specific circumstances that may arise during the term of this Agreement.
w
17. FLORIDA PUBLIC RECORDS LAW
co
12
Packet Pg. 3059
O.17.b
Z
U)
ATTORNEY agrees that, unless specifically exempted or excepted by Florida, 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. 0
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 2
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.
CL
The ATTORNEY is encouraged to consult with its advisors about Florida Public Records Law in
order to comply with this provision. CD
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the ATTORNEY is required I-
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. w
(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 z
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
w
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 CL
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 X
to the County, but if the County does not possess the requested records, the County shall immediately w
0
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.
CL
co
13
Packet Pg. 3060
0.17.b
Z
U)
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 0
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.
w
IF THE ATTORNEY/CONTRACTOR HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
ATTORNEY/CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470
BRADLEY-BRIAN(a/MONROECOUNTY-FL.GOV, MONROE COUNTY aM
ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL
33040.
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, �C
which approval shall be subject to such conditions and provisions as the Board may deem necessary. w
This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or z
subcontractor shall comply with all of the provisions of this Agreement. Unless expressly provided for 0
therein, such approval shall in no manner or event be deemed to impose any additional obligation upon
the Board.
w
19. TERMINATION
CL
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. w
19.1 Documents forwarded to COUNTY W
X
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 w
or obtained due to ATTORNEY'S representation of COUNTY. CL
19.2 Restriction on Communications co
14
Packet Pg. 3061
0.17.b
U)
ATTORNEY agrees not to communicate with the public, including the press, about COUNTY or
about this matter.
U)
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 2
covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest 2
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.
U)
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 2'
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 z
offered in satisfaction of the obligation or responsibility. Further this Agreement is not intended to w
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, t�
specifically, the provisions of Chapter 125, Florida Statutes.
d
23. RECORDS
ATTORNEY shall keep such records as are necessary to document the performance of its
services as set forth in 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 w
accounting of all collections and remittances in this matter. ATTORNEY shall be responsible for d
repayment of any and all reasonable audit exceptions which are identified by the Auditor General for the 0
State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe
County, or their agents and representatives. w
24. 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 z
d
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 CL
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 co
15
Packet Pg. 3062
0.17.b
Z
U)
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. O
25. PUBLIC ENTITY CRIME STATEMENT
Florida law provides that person or affiliate who has been placed on the convicted vendor list °A
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
w
construction or repair of a public building or public work, may not submit bids on leases of real property
to public entity, may not be awarded or perform work as a contractor, supplier, sub contractor, or
p ty� y p � pp ra
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
a
2M
ATTORNEY warrants that no person has been employed or retained to solicit or secure this 0
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 z
by COUNTY under this Agreement, or otherwise recover, the full amount of such commission, w
percentage,brokerage or contingent fee.
28. MODIFICATIONS AND AMENDMENTS
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 O
same manner as this Agreement.
d
29. INDEPENDENT CONTRACTOR
At all times and for all purposes hereunder, ATTORNEY is an independent contractor and not anCL
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 w
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.
X
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, CL
including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or
co
16
Packet Pg. 3063
0.17.b
U)
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 during said work, all
required licenses and permits whether federal, state, County or City. 2
aA
a
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. These include but are not limited to:
1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of
race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 0.
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 2'
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits 0
discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as
amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse
and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating
to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of z
1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of w
alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as
amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with t�
Disabilities Act of 1990 (42 USC ss. 12101), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which
prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual z
orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination 0
provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this
Agreement.
d
w
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 w
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 X
w
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. z
d
34. ATTESTATIONS 0.
ATTORNEY agrees to execute such documents as the COUNTY may reasonable require,
including a Drug-Free Workplace Statement, and a Public Entity Crime Statement.
co
17
Packet Pg. 3064
0.17.b
U)
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 0
annual appropriation by the Board of County Commissioners.
36. HOLD HARMLESS AND INSURANCE
ATTORNEY certifies that it maintains a minimum professional liability coverage for
ATTORNEY and additional timekeepers in the amount of$5 Million. 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. U)
37. NO PERSONAL LIABILITY
No covenant or obligation contained in this Agreement shall be deemed to be a covenant or 0.
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 2'
County Commissioners of Monroe County shall be liable personally on this Agreement or be subject to 0
any personal liability or accountability by reason of the execution of this Agreement.
S
a�
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 w
and ATTORNEY may execute this Agreement by signing any such counterpart.
d
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 w
incurred from the date of execution by the County Attorney until the Board of County Commissioners d
voted not to approve this Agreement. 0
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
t�
co
18
Packet Pg. 3065
U)
0
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
date first written above.
U)
MONROE COUNTY 0
(SEAL) BOARD OF COUNTY COMMISSIONERS
.2
Attest: KEVIN MADOK OF MONROE COUNTY TO
By:__
Deputy Clerk Mayor Sylvia J. Murphy
U)
2
DATE: 2
KLEIN HORNIG LLP
By: 0
Emily Blumberg
Partner Z
z
DATE: W
W
W
W
z
0�
MONROE COUNTY ATTORNEY 0
A P V AS TO RM.
Cl i S LIMBERT-BBROWS 0
ASSISTANT UNTYATTORNEY W
DATE
CL
W
W
X
W
0
z
W
CL
co
E
19
Packet Pg. 3066
O.17.b
U)
Attachment A
Letter of Engagement 0
U)
aA
a
0
a
2M
0
S
a0.
t�
CO
20
Packet Pg. 3067
101 Arch Stteo 132!5 G Street,NW
50ite 1101 Suite 770
Boston,MA 02110 Washington,DC 20005
4)
K n r nigi,
T 617224,0600 T 202.842,9006 U)
r_
F 617224,0601 F 202,842.3936 :3
lei Ha L P 0
COUNSELORS AT LAW
U)
:3
0
June 26, 2019
.2
2
Bob Shillinger
County Attorney
Monroe County Attorney's Office
I I I I 12th Street, Suite 408
U)
Key West, FL 33040
Re: Engagement Letter for Legal Services
Board of County Commissioners of Monroe County,Florida
Federal Relocation Compliance
0
E
Dear Mr. Shillinger:
z
We are pleased that the Board of County Commissioners of Monroe County, Florida(the "County")has W
asked Klein Hornig LLP to provide legal representation to assist you with compliance with relocation W
W
requirements under the Uniform Relocation Act and Section 104(d) of the 1974 Housing and Community
Development Act and other related issues in connection with the acquisition of two mobile home parks as
part of Monroe County's recovery efforts from Hurricane Irma(the "Project"). The purpose of this letter W
z
is to set forth our mutual agreement regarding the scope of services we are to provide, the amount and 0�
0
manner of payment of our fees, and certain other relevant matters. When countersigned by the County,
this letter will become a contract.
W
Scope of Services
We agree to provide the scope of services set forth in Exhibit A.
W
Fees and Expenses
W
Our fees for this engagement will be charged on an hourly basis at the rates set forth in Exhibit B. I will X
W
have primary responsibility for this matter, and I will also draw upon the skills and services of colleagues 0
z
as necessary to provide high-quality, cost-effective representation. In addition to professional fees,we <
will bill separately for certain in-house and out-of-pocket expenses noted on the Standard Terms and 0
W
0.
Conditions. Fees and expenses will be billed on a monthly basis, and are due and payable when billed.
Any special fee arrangements are included in Exhibit B.
co
.;j
All professional staff are charged at a rate appropriate for their experience. We will review rates on an
annual basis and,where appropriate,we reserve the right to increase rates once each year. We also may E
KH 545830.1
Packet Pg. 3068
O.17.b
Board of County Commissioners of Monroe County, Florida
June 26, 2019
Page 2
0
promote associates to a higher rate class once each year. Rate increases and associate promotions will
typically take effect on January 1, and we will provide you with notice of any increases.
In addition to fees for professional services, Klein Hornig charges separately for all third-party or out-of-
pocket expenses reasonably incurred for rendering its services,including without limitation conference 2
calls,photocopying and printing, airfreight and other delivery services, travel and lodging, automobile
mileage and parking,necessary meals, and filing or recording fees. We do not charge for standard
telephone service. While we do not charge for routine in-house photocopying,printing, sending or
receiving facsimiles, or the like,we reserve the right to charge for secretarial overtime mandated by the
U)
nature of the assignment, the cost of bulk mailings,bulk reproduction and distribution of documents,
document binders in print or digital form, and similar costs.
CL
Every effort will be made to use travel time for client related work; for time spent in travel that is not used
for client work we will only bill up to '/z of the total travel time. Charges for transportation,meals, and CD
lodging will be reasonable under the circumstances,recognizing,however, that(i) the least expensive I-
transportation or lodging may not be available for travel arranged on short notice, and(ii)inexpensive
transportation resulting in greater travel time may not be most cost-effective overall. Subject to the �s
foregoing, Klein Hornig personnel will travel in economy class,make reasonable efforts to obtain special
fares and/or travel on economy airlines, and otherwise seek to stay in comfortable non-luxury w
accommodations. Private vehicle usage will be charged at the then-prevailing IRS rate. w
w
If you disagree with the amount of any fee billed to you,please bring your concerns to my attention. We
will attempt to resolve any disagreement. In the event of a fee dispute that is not readily resolved,you
have the right to request arbitration under supervision of the bar associations for the jurisdictions in which Z
we practice, and we agree to participate fully in that process. 0
If you would like to receive invoices by email,please complete the form attached as Exhibit C.
w
Level of Service
We agree that in providing the services described in this letter we will zealously represent your interests,
and provide you with timely and quality legal representation. If you believe that we are not meeting those W
standards of service in any way, I ask that you immediately bring the matter to my personal attention.
w
Termination
0
In our view, the relationship between a lawyer and client depends on a high level of trust and confidence
on the part of both parties. If at any time we no longer have your confidence,you may terminate this w
CL
agreement,provided that you arrange for full payment for all work done as of the date of termination. We
will cooperate fully in providing any necessary information to any successor counsel so that your interests
CO
will be adequately represented during any such transition. Similarly,if we feel that it is no longer
possible to represent your interests zealously,we will so inform you and arrange to terminate this
agreement,providing for a smooth transition to any successor counsel of your choice. We reserve the
KH 545830.1
Packet Pg. 3069
O.17.b
Board of County Commissioners of Monroe County, Florida
June 26, 2019
Page 3
0
right to resign from this representation if your actions or failure to act make it unduly difficult for us to U)
provide legal services in a manner consistent with our professional and ethical standards, or if you are not 0
paying our bill as required by this agreement. In the unlikely event we are required to institute legal
proceedings to collect fees and expenses, the prevailing party will be entitled to costs of collection
including reasonable attorney's fees. 2
Conclusion of Representation
w
Unless previously terminated, our representation of you will terminate when we send you our final
invoice for services rendered in connection with the Project. Following termination, any of your papers
and property in our possession will be returned promptly upon receipt of payments of all outstanding
invoices. We reserve the right to retain or dispose of our own files,including administrative records and
internal lawyer work product,in accordance with applicable rules of professional conduct.
CL
Assignment CD
You may assign your interest in this agreement to a new development entity formed for the purpose of
carrying out the Project;however,in such an event,you will remain liable (as a guarantor) for payment of S
our fees and expenses.
Publicity
w
Our firm occasionally makes reference to particular projects and clients in our attorney resumes,web site,
social media and related materials. If you prefer that we not include references to your organization or
the Project in such materials,kindly inform me and we will of course respect your wishes. w
z
Issues Relating to Potential Conflict oflnterest
As a general matter,we are required to obtain client consent if our representation of you might have an
adverse effect on our representation of another client, or if our representation of another client might have
an adverse effect on our representation of you.
Klein Hornig LLP specializes in affordable housing and community development law and we represent
many clients who are active in this area on a regular basis. It is possible that your interests may conflict
with the interest of some of our present or future clients. As an illustration of the foregoing,you may W
seek to borrow funds from a lender that we represent, to obtain equity investments from syndicators or w
0
investors that we represent, or compete for resources with other developers that we represent. It is also
possible that we will represent another client in a parallel upper-tier transaction; for example,we might
represent a client that invests at the upper tier with a syndicator and the syndicator invests the funds it has
raised in your Project, or we might represent a lender participating in a loan made to the Project.
co
By entering into this engagement letter,you agree that this firm may represent existing or new clients in
any matter that is not directly related to our work for you on the Project, even if the interests of such other E
clients in those other matters are directly adverse to you, and that we may represent clients involved in a
KH 545830.1
Packet Pg. 3070
Board of County Commissioners of Monroe County,Florida '@
U)
June 26, 2019
0
Page 4
U)
parallel upper-tier transaction. Your prospective consent to conflicting representation contained in the 0
preceding sentence shall not apply to any representation that involves the subject matter of any work we
have done for you,and should other firm clients have a direct adverse interest in the Project we would not
.2
represent them in connection with the Project but instead would expect to continue representing you. M
Moreover,we cannot and will not disclose to third parties confidential information we have obtained 0�
through our representation of you without your consent. 5�
To the extent our representation of you might give rise to other conflicts of interest,they are discussed in
Exhibit D. U)
If you have any questions about the provisions of this letter,I would be happy to discuss them with you.
If these arrangements are satisfactory to you,please so indicate by signing a copy of this letter and
CL
returning it to me. We are very much looking forward to working with you, and to the successful
development of the Project.
0
Very truly yours,
z
W
W
Emily Blumberg W
W
z
0�
0
Agreed:
W
Board of County Commissioners of Monroe County,Florida
CL
By:_......... W
Print Name: Sylvia J. Murphy
to
Title: Mayor W
X
Dated: 2019 W
0
z
W
CL
MONROE COUNTY ATTORNEY
al JAPLQL�D A�, '0 S
"'D 4 M, C0
CMUSTINE LIMBERT-BARROWS
ASSISTANT C
Tly A TTORNEY, E
DATE:
KH 545830A
Packet Pg. 3071
0.17.b
Z
U)
EXHIBIT A
SCOPE OF SERVICES
We agree to provide the legal services reasonably necessary in connection with the Project, as you request
M
from time to time,which may include advice and counsel related to compliance with the Uniform r_
Relocation Act and Section 104(d) of the 1974 Housing and Community Development Act. Services will U)
include research and analysis of the relevant laws,regulations and guidance material,including written
memoranda if requested by you;review of project relocation documents such as notices and relocation
w
plans; and, to the extent you request our support, assistance in relocation-related discussions with the
public agencies supplying the project financing. Formal legal opinions typically provided at the time of a
financial closing,representation in litigation and formal administrative enforcement proceedings are
excluded from the engagement.
CL
In addition,please note that in no event will we provide services that would constitute the unauthorized
practice of law in states in which we are not licensed,nor will we provide opinions concerning the laws of 2'
states with which we are not sufficiently familiar. We understand that the Project will involve the 0
x
practice in Florida("Foreign State"). You have told us that to the extent you require outside counsel,
you have engaged or will engage other attorneys to advise and represent you with regard to matters of Z
Foreign State law. We will assist in locating or directing Foreign State counsel as required, and will work
with such counsel in the most economical and effective manner we can. w
CL
to
CL
CO
KH 545830.1
Packet Pg. 3072
0.17.b
U)
0
EXHIBIT B
KLEIN HORNIG LLP
U)
HOURLY FEE SCHEDULE
Effective through December 31,2019
aA
a
Category Rate
w
Partners/Of Counsel $340 - 455/hour
U)
Senior Tax Partner $635/hour
Associates/Counsel $255 - 420/hour
Paralegals $205 - 225/hour
a
2M
Please note that,in consideration of your status as a governmental organization, this fee schedule 0
represents an approximately 15% discount from our fees for commercial clients. r_
Z
CL
C)
CL
C0
KH 545830.1
Packet Pg. 3073
0.17.b
U)
EXHIBIT C
0
INVOICE TRANSMITTAL BY EMAIL
U)
Client hereby requests that KH deliver its invoices to Client via email to the recipients noted below. The
Client understands and agrees that KH's invoices may contain confidential and sensitive descriptions of
legal services provided to Client(as well as the cost thereof), and consents and agrees to the transmittal of 2
.A
invoices via email to the recipients noted below. >
Please send invoices to:
w
Name: U)
Email:
With email copies sent to:
Name: 2'
a
Email: 0
x
E
Please indicate whether Y p Y g you would like hard copies of our invoices sent via regular mail. .2
❑ No,please send invoices by email only, to the above recipients.
❑ Yes,please send hard copies by mail to the following addressee: w
Name:
Address 1:
Address 2: O
City: State: Zip:
Please notify KH as soon as practicable if any of the foregoing information changes, especially
the names) of the person(s) to whom invoices should be sent.
C)
co
KH 545830.1
Packet Pg. 3074
0.17.b
U)
EXHIBIT D
0
CONFLICTS OF INTEREST
a�
In addition to the issues discussed in the body of the engagement letter, the following conflicts of interest
are applicable to our representation of you:
aA
None. >
a
2M
0
E
a�
to
co
KH 545830.1
Packet Pg. 3075