Item P8 � P.8
� � �, BOARD OF COUNTY COMMISSIONERS
County of Monroe � ��r�i
�r � s�� Mayor Heather Carruthers,District 3
The Florida.Keys Mayor Pro Tem Michelle Coldiron,District 2
Craig Cates,District 1
David Rice,District 4
Sylvia J.Murphy,District 5
County Commission Meeting
April 15, 2020
Agenda Item Number: P.8
Agenda Item Summary #6624
BULK ITEM: Yes DEPARTMENT: County Attorney's Office
TIME APPROXIMATE: STAFF CONTACT: Pedro Mercado (305) 292-3470
N/A
AGENDA ITEM WORDING: Approval of an agreement with Kaplan, Kirsch & Rockwell, LLP
to advise and represent the County and the Airport with regard to federal legal matters concerning
rates and charges and federal requirements associated with Federal Aviation Authority (FAA) grant
assistance related to the planned development of new facilities at the Key West International Airport
and any other matters as directed by the County.
ITEM BACKGROUND: Kaplan, Kirsch and Rockwell, LLP is well renowned for its legal
expertise with regard to federal legal matters and federal requirements regarding federal grant
assistance through the Federal Aviation Authority (FAA) for the development of new airport
facilities. The County has, in fact, utilized the services of Kaplan, Kirsch and Rockwell, LLP in the
past for development of new facilities at County Airports. This Agreement retains the legal services
of Kaplan, Kirsch & Rockwell to advise the County with regard to anticipated federal legal matters
concerning rates and charges and the planned development of new facilities at the Key International
Airport. Key west International Airport.
PREVIOUS RELEVANT BOCC ACTION:
8/15/2007 BOCC approved an amended budget for legal services regarding the resolution of issues
raised by the Federal Aviation Authority (FAA) with respect to federal grant assistance
for construction projects at the County Airports.
1/17/2007 BOCC approved an Execution of Engagement Agreement between Monroe County and
the law firm Kaplan, Kirsch, and Rockwell for outside legal services for the Morganti
Group, Inc.
CONTRACT/AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATION: Approval.
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DOCUMENTATION:
EXECUTED STAMPED MONROE COUNTY - Agreement for Services KAPLAN, KIRSCH AND
ROCKWELL, LLP (AIRPORT) 3 4 20
FINANCIAL IMPACT:
Effective Date: Upon execution.
Expiration Date: Until terminated.
Total Dollar Value of Contract: TBD
Total Cost to County: TBD: Payment of fees and expenses as set forth in Agreement
Current Year Portion: TBD
Budgeted: Yes
Source of Funds: Airport Operating Fund 404
CPI: N/A
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts: N/A
Revenue Producing: No. If yes, amount: N/A
Grant: N/A
County Match: N/A
Insurance Required: Yes,pursuant to Section 36. of Agreement: Attorney to maintain a minimum
professional liability coverage for attorney and additional timekeepers in the amount of $5 Million
and agrees to keep the same amount of coverage or more at all time and provide proof of said
coverage to County at County's request at any time during the Agreement.
Additional Details: N/A
REVIEWED BY:
Pedro Mercado Completed 02/28/2020 5:02 PM
Bob Shillinger Completed 03/02/2020 11:19 AM
Budget and Finance Completed 03/02/2020 2:47 PM
Maria Slavik Completed 03/02/2020 3:22 PM
Kathy Peters Completed 03/02/2020 3:38 PM
Board of County Commissioners Completed 03/18/2020 9:00 AM
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AGREEMENT BETWEEN MONROE COUNTY AND
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THIS , made and entered into this 18th day of March, 2020, by and
between e BOARD OF COUNTY COMMISSIONERS F MONROE COUNTY, FLORIDA,
("COUNTY"), a political subdivision of the State of Florida whose address is 1100 Simonton
Street, Key West, Florida 340, and
("ATTORNEY") regarding the retention of ATTORNEY by COUNTY to provide legal advice and
services.
WHEREAS, it is in the public interest of COUNTY to have legal representation as set out ca
below, and
e ATTORNEY has agreed to provide legal representationto the COUNTY
as set forth herein and in Attachment A.
NOW THEREFORE, in consideration of the mutual covenants and provisions contained
herein,the parties agree as follows:
1. THE CLIENT
The Client is the COUNTY,acting by and through its duly elected and appointed officers and
its employees.
2. THE ATTORNEY U)
ATTORNEY is a Limited Liability Partnership named above and whose legally authorized
signature p t the bottom of this Agreement.ATTORNEY is licensed to practice law before the
U.S.Supreme Court,most federal appellate and many federal district courts,as well the highest court E
in many states. ATTORNEY is not licensed to practice in the State of Florida, and COUNTY
acknowledges that the COUNTY is engaging ATTORNEY to advise it on aspects of federal law
relating to rates and charges and development of new facilities at a federally-obligated airport("the '
Matter").
3. TERM OF AGREEMENT U
This Agreement and representation by ATTORNEY is effective upon execution by
ATTORNEY and acceptance and approvalby COUNTY in accordance with COUNTY'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 requirementsand/or the terms of this
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Agreement.
4. SCOPE OF THE WORK U)
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The COUNTY is engaging ATTORNEY to advise on the Matter and any other matters
which are jointly agreed to in writing.
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4.1 Professional ability to perform work, appointment of contract manager
ATTORNEY warrants that he or she is authorized by law to engage in the performance of
the activities herein described, subject to the terms and conditions set forth in these contract
documents. ATTORNEY shall designate David Bannard, as the contract manager and shall at all CL
times exercise independent, professional judgment and shall assume professional responsibility
for the services to be 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
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
ATTORNEY has conducted a thorough investigation and detein fined that neither ATTORNEY
nor his or her firm has any ethical impediment,real or potential,including but not limited to conflicts
of interest, to representing COUNTY. To the extent that any ethical impediment, real or potential,
is discovered or ever arises, ATTORNEY shall immediately inform COUNTY in writing of the CL
impediment(regardless of whether ATTORNEY believes he or she has taken all steps necessary to y
avoid the impediment and regardless of whether ATTORNEY believes that the impediment is
insubstantial or questionable), make full disclosure of the situation to COUNTY, obtain COUNTY'S
express, written consent to continue the representation of the other client, and take all 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.
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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 Z
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 invoices sent to COUNTY that will contain full detail as to the
specific effort,hourly rates, and reimbursable expenses incurred by ATTORNEY on COUNTY'S
behalf.
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6.1 Attorney Fee (Hourly) CL
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 U)
billable to or compensated by other clients, multiplied by the ATTORNEY'S hourly rate. The LU
following minimum billing documentation and time-keeper requirements are a condition precedent
to payment by the COUNTY.
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6.2.Non-billable time
ATTORNEY will bill COUNTY only for time reasonably and necessarily incurred to
render professional services on C T 'S behalf in accordance with this Agreement. Time
attributable to billing questions 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 ho ly rates
The ATTORNEY has agreed to rates as more fully set forth below:
Approved i e Keepers:
Name: HourlyRate:
David Bannard $52 .00
Peter Kirsch $525. 0
Eric Smith $50.00
Nick Clabbers $395.00
Shanita As to $295.00
With the written approval of the County Attorney, additional time keepers may be
utilized by the ATTORNEY and billed at the following rates:
Partners/Associates $295-$795 2
Paralegals $160
ATTORNEY will charge no more than the hourly rate quoted above throughout e E
duration of the matter, unless otherwise agreed in writing and approved by COUNTY in the same 2
manner as Agreement. The hourly rate to be charged by the lawyers and paralegals are reviewed
annually and should ATTORNEY determine that a rate adjustment is warranted fortis >
engagement the COUNTY ll be notified in advance of any change.
6. . Time keet)ers
s used in this Agreement, the to "time keeper" shall include ATTORNEY d other
ATTORNEYS and individuals identified in paragraph6.3 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. LU
6. .1. Dqplication 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, LU
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ATTORNEY may have more than one timekeeper bill for attendance at meetings, including the
meetings with COUNTY representatives and internal conferences, and each timekeeper shall be LU
paid at their rate established in paragraph er 6.3. In all other circumstances, ATTORNEY
will not have more than one timekeeper bill for attendance at meetings, including the meetings
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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.
Approval for action on the part of the ATTORNEY may be accomplished by letter, email, CL
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).
6.4.2. Time-keeper changes
Time-keepers approved by the COUNTY are listed in paragraph 6.3 of this Agreement, and
may be amended from time to time,upon mutual agreement of the COUNTY and the ATTORNEY,to
evidence the then-current circumstances. Additional time-keepers may be added by amendment to this
agreement and approval by the Board of County Commissioners. In the event that additional time-
keepers providing services,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 requirements of this Agreement. COUNTY expects to
receive discounts or other concessions so that any increases or changes in time-keepers will not
result in unnecessary or unreasonable charges to COUNTY, e.g., for training, internal
conferences, and management.
6.5. Existingproduct y
To the extent the ATTORNEY makes use of existing work product, e.g., in the form of
research previously performed for another client, then ATTORNEY shall bill only that time
expended in using that work product for COUNTY. In other words,no premium,markup,or other
adjustment shall be made to COUNTY bill for time spent on work already performed.
7. BILLING OF FEES AND EXPENSES E
ATTORNEY shall comply with the following requirements as to billing fees and expenses 2
as a condition precedent to COUNTY'S obligation to pay each bill:
7.1. Monthly bills Z
Unless otherwise agreed in a writing signed by the COUNTY,bills shall be issued monthly
by ATTORNEY within fifteen (15) days after the close of each month. ATTORNEY understands
that COUNTY requires prompt bills in part to facilitate effective management of the representation
and fees.
7.2. Bill format
ATTORNEY shall provide detailed, itemized bills which shall, at a minimum:
7.2.1 Description U)
Provide a general description of the matter, to include the name of the COUNTY
department or constitutional officer, if not indicated in the title of the matter, for which legal
services are being performed (e.g. Richard Roe v. Monroe County—EEO Claim); a description of
the work performed in enough detail so that each item is distinguishable from other listed items LU
and sufficient to allow COUNTY to determine the necessity for and reasonableness of the time
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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 ofperforming the service. For example,simply the word"research"is not acceptable,more
detail about the type of research what was determined by the research is necessary. CL
7.2.2 Personnel W
Clearly identify each timekeeper performing services in conjunction with each entry.
Clearly identify all persons who are not ll-time lawyers employed by the TTO 'S firm
(including paralegals, employees of ATTORNEY with their titles, subcontractors, independent LU
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.
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7.2.4 Totals and B y Task
State the amount of time expended by each time-keeper broken down for each task.
7.2.5 Summary of Rates 2
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 E
for each time-keeper, the total fees charged, and are reconciliation between the amount charged 2
d any applicable 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.
7. . ExpensesLU
COLNTY 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 ei b sable ex enses
Actual cost for necessary long distance telephone calls, teie copying at .25 per outgoing
page,overnight or expedited delivery,couriers,photocopying at$.15 per page,postage,court fees,
d other expenses approved in advance by COUNTY. order to receive reimbursement Attorney
must attach copy of invoice from overnight or expedited delivery, couriers, long distance carriers
and indicating which calls are related to this agreement. All charges shall be reasonably
documented on invoices to demonstrate that the charge is related to this agreement.
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7.3.1.1. Expedited or emergency services
ATTORNEY is expected to avoid using expedited or emergency services, such as express
delivery services, couriers, tele copying, overtime, and so on, unless necessary because of
unexpected developments or extremely short deadlines. COUNTY may refuse to pay for any suchCL
expenses when incurred routinely or because of ATTORNEY'S failure to manage the matter
efficiently. W
7.3.1.2. Computerized research
ATTORNEY is expected to use computerized research services cost-effectively to reduce
time spent on research,for example,while closely-monitoring computerized research to insure that
the charges are reasonable and necessary. ATTORNEY is expected to pass through to COUNTY
any discounts or other arrangements that reduce the cost of computerized services. All charges
shall be reasonably documented on invoices to demonstrate that the charge is related to this
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 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.
7.3.1.4. Transcripts
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 E
available at a reasonable cost to avoid charging for time spent digesting or indexing transcripts,
and to allow COUNTY to maintain a digital electronic/computerized database of all transcripts.
7.3.1.5 Travel Expenses
Travel expenses within the ATTO EY'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. LU
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 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 LU
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and shall be summarized on the Monroe County Travel Form by ATTORNEY with all applicable
receipts attached thereto.
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7.3.1.6 Travel Time
Time spent in transit outside tto ey's local e y be billed only if ATTORNEY or
time-keeper is unable to avoid traveling by using other forms of communication or it is determined
y the County Attorney that travel is in the Co ty's best interest. Travel by more than one time- CL
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keeper at the same time to the same destination is allowed with approval from COUNTY
ATTORNEY. In order to be reimbursed for airline tickets, the boarding pass shall be attached to '✓
the invoice.
Approved travel time during o al business hours, defined weekdays from 8:30 a.m. to LU
:00 p.m., will be billed at the hourly rate listed for the timekeeper in paragraph 6.3 of this
Agreement. Approved travel time outside of normal business hours will be billed at one-half the
hourly rate listed for the timekeeper in paragraph 6.3 oft this Agreement.
7.3.2.Non-reimbursable expenses
e following expenses will in no event be reimbursable without written approval by
County Attorney and approval by the Board of County Commissioners:
7.3.2.1. Personal and Office Costs
Meals for time-keepers not related to travel, overtime, word processing or computer
charges, personal expenses, expenses that benefited other clients, expenses for books, costs of y
temporary employees, periodicals or other library materials, internal filing or other document
handling charges, clerical expenses, stationery and other supply expenses, utilities, and any other
expense that is either unreasonable or unnecessary. (The fact that ATTORNEY charges other
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clients or that other firms charge their clients for an expense does not make it reasonable or
necessary der this Agreement.)
7.3.2.2. Experts, consultants, spNort services outsourcedd services etc. 2
ATTORNEY is not authorized to retain experts, additional counsel, consultants, support
services, or the like, outside ATTORNEY'S ATTORNEY' law firm, without approval by County Attorney. If �
agreed to ATTORNEY will be responsible for selecting and managing the services of others so Z
that their services and expenses will be rendered in accordance with the terms of this Agreement,
including terms applicable to ATTORNEY. ATTORNEY will manage others to obtain cost-
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effective services for COUNTY. Unless otherwise agreed in writing, shall obtain
writtenretainer agreement, in a form whiche specified by COUNTY, fromc
service provider, with bills from each providerbeing set to both ATTORNEY and
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7.3.2.3 TeLnporary Staffing
ATTORNEY will not bill COUNTY for the time and expenses of temporary employees,
including so-called"Temps"or contract ATTORNEYS or other staff from outside companies,nor LU
"outso ce" or delegate work, nor charge for summer associates, law clerks, or student clerks,
(collectively"temporary staff'even if not temporarily employed)without full advance disclosure LU
of the employee's temporary or short-term status to COUNTY,,including disclosure of the actual LU
amount paid or to be paid to the individual.Unless COUNTY expressly agrees in writing to paying
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additional amounts after full disclosure by ATTORNEY,ATTORNEY may not charge COUNTY
more than the actual cost paid by ATTORNEY.
7.3.2.4. Expenses not passed through at actual cost CL
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 0.
personally by an approved time-keeper or incurred by other approved personnel (such as experts,
consultants, support services personnel, or outsourced services personnel).
7.3.2.5. Overhead not charged to County
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.
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7.3.3. Advance approval of expenses
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 discretion, may refuse to pay any expense for which approval was not obtained
by ATTORNEY. CL
7.3.4. dies 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 E
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 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.
7.4. Bill and expense documentation
ATTORNEY must maintain supporting documentation for invoices until at least one year
after 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 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 Lu
writing at least 60 days in advance of destroying any such records and, in the event that COUNTY
requests that they be preserved, shall preserve them at least one additional year or, at the option of Lu
the COUNTY, delivered to the COUNTY for storage by the COUNTY, with COUNTY Lu
responsible for paying the actual cost of storage. This documentation shall include, for example,
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original time records, expense receipts, and documentation supporting the amount charged y
ATTORNEY for expense items generated by ATTORNEY or his or her firm. COUNTY reserves
e 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.
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7.5 Entertainment
ATTORNEY shall not be reimbursed for costs of entertainment, such as in room movies
d alcoholic beverages. Furthermore, only meals for ATTORNEY and/or approved timekeeper
shall be reimbursed in accordance with the provisions in this Agreement.
® PAYMENT
ATTORNEY'ATTORNEY'S request for payments and reimbursements may be made in either the
ATTORNEY'ATTORNEY'S name or the name of the ATT '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 payable until ATTORNEY remedies its deficiencies.
MATTER MANAGEMENT
® COUNTY will expect that all communications between ATTORNEY, and additional
timekeepers, and COUNTY will be reviewed by ATTORNEY d that ATTORNEY will serve as
the point of contact for this matter, including billing questions. The COUNTY contact for this
Agreement shall be.
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Pedro J. Mercado, Esq. and Richard Strickland, C.M.
Monroe County tto ey's Office Sr. Director of Airports
11 I 1 12'h Street, Suite 408 3491 South Roosevelt Blvd.
Key West, Florida 33040 Key West, Florida 33
(305)292-3 70 (office) (305) 393-77 2 (office) �
(3 5)292-351 (facsimile) Z
Mercado- edro�?a o oeco ty- .gov Stric d- `c d o oeCo ty- L.Gov
9.1. Case monijgrin
COUNTY will be advised promptly by ATTORNEY of all significant facts and Z
developments in the matter so that COUNTY ay manage the matter effectively and make
informed decisions about strategy,tactics, settlement, scheduling, costs,and other related matters.
COUNTY will promptly receive from TTO Y copies of all orders, opinions, pleadings,
briefs, memoranda (internal and external), correspondence, and any other document material to
e subject matter of this Agreement, such that the COUNTY will have a current, up-to-date, U)
"mirror" copy of the COLTNTY'S file maintained by ATTORNEY. For discovery materials or
exhibits that are lengthy, ATTORNEY should discuss them with COUNTY before providing a
copy. Documents available in digital electronic/computerized form should be provided in that
form in lieu of paper copies, if requested by County. Additionally, ATTORNEY may be required
to submit, on a monthly basis, a case status and progress report to be submitted to the Board of
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COUNTY Commissioners. The format of the report shall be in the form required by the COUNTY
ATTORNEY.
9.2. Case control CL
ATTORNEY shall discuss all significant issues of strategy and tactics, including motions,
discovery, pleadings, briefs, trial preparation, experts, and settlement, with COUNTY before W
implementation. ATTORNEY is expected to exercise independent professional judgment.
9.3. ATTORNEY cooperation
ATTORNEY will cooperate with COUNTY or COUNTY'S representatives to promptly
provide all information COUNTY requests or needs about the subject matter of this Agreement
and ATTORNEY'S bills and handling of the matter.
9.4. COUNTY cooperation
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. ATTORNEY should consult with COUNTY about all opportunities for COUNTY
to save money or make use of COUNTY'S expertise to assist in, e.g., responding to discovery,
preparing for trial,locating experts,and the like. COUNTY may also have personnel and facilities
available to reduce the expenses related to the subject matter of this Agreement. y
1 . 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. 12
ATTORNEY is to keep all confidential, privileged, or secret information confidential. This
requirement is perpetual,i.e.,it will continue even after the termination of the relationship and this E
Agreement. 2
10.1 Prohibition against use of information �
This requirement is also intended to Z
q 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
marketing or advertising, without COUNTY'S approval.
11. OWNERSHIP OF ATTORNEY FILES AND WORK PRODUCT U)
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 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
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agrees that COUNTY owns all rights,including copyrights,to materials prepared by COUNTY or
by ATTORNEY on behalf of COUNTY. ATTORNEY shall notify COUNTY in writing at least
60 days in advance of destroying any such records and, in the event that COUNTY requests that
they be preserved, shall preserve them at least one additional year(with TY responsible for CL
eying the actual cost of storage). ATTORNEY shall provide COUNTY with prompt access to
(including the ability to make copies of) all ATTORNEY files and work product, regardless of
whether the representation or matter is ongoing and whether ATTORNEY fees and expenses have
been paid in full.
12. DISPUTE
ATTORNEY and COUNTY agree that if a dispute arises between them that neither shall
be required to enter into any arbitration proceedings related to this Agreement.
12.1. Disputes regarding Attorney fees or expenses and into retatio
COUNTY and ATTORNEY agree that all disputes and disagreements between the
regarding interpretation of the Agreement shall be attempted to be resolved by a meet and confer
session between representatives of COUNTY and ATTORNEY. If the issue or issues are still not
resolved to the satisfaction of both thirty ( 0) days after the meet and confer session, then
either shall have the right to terminate the Agreement upon ten(1 )business days'notice in writing
to the other party.
12.2 Legal or AdministrativgTIpcedures
In the event any administrative or legal proceeding is instituted against either the COUNTY )
or ATTORNEY relating to the formation, execution, performance, or breach of this Agreement,
the COUNTY and ATTORNEY each agree to participate, to the extent required by the other, i
all proceedings, hearings, processes, meetings, and other activities related to the substance of
this Agreement; institution of any administrative or leg al proceeding shall constitute immediate
to 'nation of this Agreement. TTO agrees to forward copies of all documents in his or
her possession related to the matter,which is the subject of this Agreement to COUNTY t the time �
of filing any administrative or legal proceeding. z
12.4 ATTORNEY'ATTORNEY'S Fees and Costs
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In the event any administrative proceeding or cause of action is initiated or defended by
e COUNTY or ATTORNEY relative to the enforcement or interpretation oft this Agreement,the
prevailing party shall be entitled to an awardof reasonable alto ey's fees, and court costs, as an
award against the non-prevailing party, and shall include reasonable atta ey's fees, and court
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costs in appellate proceedings.
Mediation proceedings initiated conducted pursuant to this Agreement or as may be U)
required by a court of competent jurisdiction shall be conducted in accordance the usual and
customary procedures required by the circuit court.
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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 CL
requested,to the following:
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FOR COUNTY
County Administrator and County Attorney
1100 Simonton Street PO Box 1026
Key West, FL. 33040 Key West, FL 33040
FOR ATTORNEY
Kaplan Kirsch&Rockwell LLP
David Y. Bannard, Partner
225 Franklin Street, 26th Floor
Boston, Ma.02110
14. GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida applicable to contracts made and to be performed entirely in the State. Venue for
any legal action which may arise out of or under this agreement shall be in Monroe County,
Florida.
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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 communications between the COUNTY and ATTORNEY related to this z
Agreement. No provision of this Agreement shall be deemed waived, amended or modified by
either party unless such waiver, amendment or modification is in writing and signed by the party
against whom the waiver,amendment or modification is claimed.This Agreement shall be binding
upon and inure to the benefit of the parties hereto, their permitted successors and assigns.
16. FLORIDA GOVERNMENT-IN-THE-SUNSHINE LAW
ATTORNEY agrees that, unless specifically exempted or excepted by Florida law, the
provisions of Section 286.011, Florida Statutes, generally require full and public discussion of
matters to be voted upon by the Board of County Commissioners. ATTORNEY agrees to consult
with the COUNTY ATTORNEY'S office concerning the application of the Sunshine Law from
time to time concerning specific circumstances that may arise during the term of this Agreement.
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1 . FLORIDA PUBLIC RECORDS LAW
TTORNEY agrees that, unless specifically exempted or excepted by Florida, the
provisions of Chapter 11 , 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 tto ey'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.
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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 d ATTORNEY shall allow and permit reasonable access
to, and inspection o , all documents, records, papers, letters or other"public record" materials in ca
its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and
made or received by the COUNTY d 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 oft this contract and the COUNTY ay 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 atto ey's fees and costs associated with that proceeding. This
provision shall survive any termination or expiration of the contract.
The ATTORNEY is encouraged to consult with its advisors about Florida Public Records Law
in order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the ATTORNEY is
required to:
(1) Keep and maintain public records that would be required by the County to perform the
service.
(2) Upon receipt from e Co ty's custodian of records,provide the County with copy o
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. Z
(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 tote County.
(4) Upon completion of the contract,transfer, at no cost, to the County all public records in a
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possession of the ATTORNEY or keep and maintainpublic records that would be required by the
County to perform the service. If the ATTORNEY transfers all public records to the County upon
completion of the contract, the ATTORNEY shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If theLU
ATTORNEY keeps and maintains public records upon completion of the contract, the ca
ATTORNEY shall meet all applicable requirements for retaining public records.All records stored
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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
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directly to the County, but if the County does not possess the requested records, the County shall
immediately notify the ATTORNEY of the request,and the ATTORNEY must provide the records
to the County or allow the records to be inspected or copied within a reasonable time.
If the ATTORNEY does not comply with the COUNTY's request for records, the COUNTY LU
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. An ATTORNEY who fails to provide the public records to
the County or pursuant to a valid public records request within a reasonable time may be subject
to penalties under section 119.10, Florida Statutes.
The ATTORNEY shall not transfer custody,release,alter,destroy or otherwise dispose of any
public records unless or otherwise provided in this provision or as otherwise provided by law.
IF THE ATTORNEWCONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
ATTO EWC NT CTO 'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN
BRADLEY AT PHONE# 305-292-3470 BRADLEY-BRIANkMONROECOUNTY-
EFL.GOV,MONROE COUNTY ATTO EY'S OFFICE 111112TH Street,SUITE 408, Y
WEST,FL 3040.
18. NO ASSIGNMENTS
ATTORNEY shall not assign or subcontract its obligations under this agreement, except
in writing and with the prior written approval of the Board of County Commissioners of Monroe
County,which approval shall be subject to such conditions and provisions as the Board may deem
necessary. This paragraph shall be incorporated by reference into any assignment or subcontract
and any assignee or subcontractor shall comply with all of the provisions of this Agreement.
Unless expressly provided for therein, such approval shall in no manner or event be deemed to
impose any additional obligation upon the Board.
19. TERMINATION
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Either of the parties hereto may terminate this contract without cause by giving the other r-
party fifteen(15)business days written notice of its intention to do so. LU
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19.1 Documents forwarded to COUNTY
ATTORNEY ees 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 TTO Y' CL
representation of COUNTY or obtained due to TTO E 'S representation of COUNTY.
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19.2 Restriction on Communications
ATTORNEY agrees not to communicate with the public, including the press, about
COUNTY or about this matter. UJ
20. SEVERABILITY
If a term, covenant, condition or provision of this Agreement shall be declared invalid or
enforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants,
conditions and provisions of this Agreement shall not be affected thereby; and each remaining
term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable
to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants,
conditions and provision of this Agreement would prevent the accomplishment of the original
intent of this Agreement. The COUNTY and ATTORNEY agree to reform the Agreement to
replace any stricken provision with a valid provision that cornea as close as possible to the intent
of the stricken provision.
1. CAPTIONS
The captions set forth herein are for convenience of reference only and shall not define, 2
modify, or limit any of the terms hereof.
NON-DELEGATION22. LEGAL OBLIGATIONS AND RESPONSIBILITIES; E
CONSTITUTIONAL OR STATUTORY DUTIES
This Agreement is not intended to relieve, nor shall it be construed as relieving, either the
COUNTY or ATTORNEY from y 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
y be offered in satisfaction of the obligation or responsibility. Further this Agreement is not
intended to authorize, nor shall it be construed as authorizing, the delegation of the constitutional
or statutory duties of the COUNTY, except to the extent permitted by the Florida Constitution,
state statutes, case law, and, specifically,the provisions of Chapter 1 , Florida Statutes.
RECORDS
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ATTORNEY shall keep such records as are necessary to document the performance of its
services as set forth in the agreement expenses as incurred, and give access to these records at
the request of the COUNTY, the State of Florida or authorized agents and representatives of said
government bodies. It is the responsibility of ATTORNEY to maintain appropriate records to
insure a proper accounting of all collections and remittances in this matter. ATTORNEY shall be
responsible for repayment of any and all reasonable audit exceptions which are identified by the
Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board o
County Commissioners for Monroe County, or their agents and representatives.
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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 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 W
Agreement without liability and may also, at its discretion, deduct from the sums owed under the
Agreement, or otherwise recover, the full amount of any fee, commission, percentage, gift, or
consideration paid to the former or present COUNTY officer or employee. COUNTY employees
and officers are required to comply with the standards of conduct delineated in Section 112.313,
Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts, doing business
with one's agency, unauthorized compensation, and misuse of public position, conflicting
employment or contractual relationship, and disclosure of certain information.
25. PUBLIC ENTITY CRIME STATEMENT
Florida law provides that person or affiliate who has been placed on the convicted vendor
list following a conviction for public entity crime may not submit a bid on an agreement to provide
any goods or services to a public entity,may not submit a bid on an agreement with a public entity
for the construction or repair of a public building or public work, may not submit bids on leases
of real property to public entity, may not be awarded or perform work as a contractor, supplier, y
sub contractor, or consultant under an 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
2
convicted vendor list. ATTORNEY warrants the neither ATTORNEY nor any authorized time
keeper has been named to the convicted vendor list.
27. ANTI-KICKBACK 2
ATTORNEY warrants that no person has been employed or retained to solicit or secure
this Agreement upon any contract or understanding for a commission, percentage, brokerage or
contingent fee, and that no employee or officer of the COUNTY has any interest, financially or Z
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
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discretion,to deduct any sums to be paid by COUNTY under this Agreement,or otherwise recover,
the full amount of such commission, percentage, brokerage or contingent fee.
28. MODIFICATIONS AND AMENDMENTS
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Any and all modifications and Amendments of the terms of this Agreement shall be in CL
writing and executed by the Board of County Commissioners for Monroe County and by
ATTORNEY in the same manner as this Agreement.
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29. INDEPENDENT CONTRACTOR
At all times and for all purposes hereunder, ATTORNEY is an independent contractor and LU
not an employee of the Board of County Commissioners of Monroe County. No statement LU
contained in this Agreement shall be construed so as to find ATTORNEY or any of the authorized
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time keepers,to be the employees of the Board of County Commissioners of Monroe County, and
they shall be entitled to none of the rights,privileges or benefits of employees of Monroe County. P
COMPLIANCE30.
In carrying out TT EY'S obligations under this agreement,ATTORNEY shall abide
y all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this '✓
Agreement, including those now in effect and hereafter adopted. Any violation of said statutes,
ordinances, rules or regulations shall constitute a material breach of this Agreement and shall
entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of
termination to ATTORNEY.
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.
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 at
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
19 ( L 8- 52) which prohibits discrimination on the basis of race, color or national origin; )
Title IX of the Education Amendment of 1972, as amended (20 USC ss. 16 1-1683, and 165-
16 6),which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act E
of 1973, as amended (20 USC s. 79 ), which prohibits discrimination on the basis ofhandicaps; 2
) The Age Discrimination Act of 1975, as amended ( 2 USC ss. 6101-617) which prohibits
discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 ( L 92- >
55),as amended,relating to nondiscrimination on the basis of drug abuse;6)The Comprehensive
Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 197 ( L 91-
616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; )
The Public Health Service Act of 1912, ss. 523 and 527 ( 2 USC ss. 60d -3 and 290ee-3), as
ended, relating to confidentiality of alcohol and drug abuse patent records; ) Title VIII of the z
Civil Rights Act of 196 ( 2 USC s. et se .),as amended,relating to nondiscrimination in the sale,
rental or financing of housing;9)The Americans with 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 orientation, gender identity or expression,
familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes
which ay apply to the parties to, or the subject matter of,this Agreement.
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33. NON-RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of this
Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of
any service or program contemplated hereunder, and the COUNTY and ATTORNEY agree that
neither the COUNTY nor ATTORNEY or any officer, agent, or employee of each shall have the
authority to inform, counsel, or otherwise indicate that any particular individual or group of '✓
individuals, entity or entities, have entitlements or benefits under this Agreement separate and
apart, inferior to, or superior to the community in general or for the purposes contemplated under
this Agreement.
34. ATTESTATIONS
ATTORNEY agrees to execute such documents as the COUNTY may reasonable require,
including a Drug-Free Workplace Statement, and a Public Entity Crime Statement.
35. COUNTY AUTHORITY
This Agreement has been duly noticed at a legally held public meeting conducted in
Monroe County, Florida. COUNTY'S performance and obligation to pay under this contract, is
contingent upon annual appropriation by the Board of County Commissioners.
36. 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
2
keep the same amount of coverage or more at all times and to provide proof of said coverage to 12
COUNTY at COUNTY'S request at any time during the term of the Agreement.
37. NO PERSONAL LIABILITY
No covenant or obligation contained in this Agreement shall be deemed to be a covenant
or obligation of any member, officer, agent or employee of the Board of County Commissioners �
of Monroe County in his or her individual capacity and no member, officer, agent or employee of z
the Board of County Commissioners of Monroe County shall be liable personally on this
Agreement or be subject to any personal liability or accountability by reason of the execution of
this Agreement.
38. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original, all of which taken together shall constitute one and the same instrument CL
and the COUNTY and ATTORNEY may execute this Agreement by signing any such counterpart.
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day andM
date first written above. P
MONROE COUNTY
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest:
Y® By: _ ..._.
As DeputyClerk Mayor Heather Carruthers
ATE:
PLANeA
7KW LL
By:
David Y. BannafiV, y
Partner and Authorized Representative
ATE:
P E U �
PE90MR0 Jn ca
ASSIMOR
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Attachment A
Letter of Engagement
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KIRSCHKAPLAN N
ROCKWELL
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ATTACHMM A.
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January 2 , 22
Pedro Mercado
Monroe County/Key West International Airport
41 So. Roosevelt Blvd.
Key West, FL 33040
e: Engagement for Legal Services
Dear Mr. Mercado:
e are very pleased that Monroe County, Florida. (the"County") wishes to retain Kaplan Kirsch y
Rockwell LL (the "Firm") to advise the County with regard to the federal legal matters
concerning rates and charges and development of new facilities (the "Matter") at Key West
International i ort (the "Airport"). This letter sets forth the terms under which the Firm will
represent the County and the Airport on this s atter and any other matters as directed by the County.
While we are reluctant to be overly formal, we have found that a detailed retainer letter is the best E
way to satisfy our ethical obligations and to be sure that everyone's obligations are clearly set forth
in writing.
The effective date of our attorney-client relationship is the date that you sign this letter. I will be
e partner-in-charge of this representation and will be the contact person for the Firm on this
after. At any time during our representation, you and your colleagues should always feel free to
contact me or any other firm partner if you have any questions or concerns about our work on your
behalf. Our fi 's managing partner, Stephen H.Kaplan,is always available in the event you have
questions about our representation.
Scopeof Our Representation. The County is engaging the Firm to advise on the MatterLU
other matters to which we may jointly agree in writing. The scope of our representation is limited
to these matters. We have not been retained to represent any subsidiaries, affiliates, or related
entities, except as set forth in this letter.
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Attorneys within the Firm e licensed to practice law before the U.S. Supreme Court,most federal
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appellate and many federal district courts, as well the highest court in many states. None of the
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i 's attorneys are licensed to practice in the State of Florida, and you acknowledge that the
County is engaging the Finn to advise it on aspects of federal law relating to the use and 0)
development of land at a federally-obligated airport. To the extent that you seek advice with
Kaplan Kirsch&Rockwell LLP 225 Franklin Street tel: 617.329.4687
Attorneys at Law 26th Floor kaplankirsch.com
Boston,MA 02110 Packet Pg. 2469
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January 24, 2020
Page 2
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respect to Florida law, we will provide advice only in a manner consistent with the rules of
professional conduct applicable to practice of law by out-of-state attorneys.
Opinions on Likely Outcomes. Either at the commencement or during our representation,
attorneys in the Firm may express opinions or conclusions concerning the likely outcome of the
matters or various courses of action and the results that might be anticipated. We trust that you
understand that, while we will always give you candid and accurate assessments, any such
statements will be an expression of our opinion based on information available to us at the time
and are neither a promise nor a guarantee.
Fees and Charges. The Firm will charge for its services according to the fees set out herein. I
will be the partner-in-charge of this matter but anticipate involvement by other attorneys, as
needed, specifically, Peter J. Kirsch,Nicholas Clabbers and Shanita Asante. For purposes of this
engagement, my hourly rate is $525 per hour. Assisting attorneys' rates are $525 per hour for
Peter Kirsch, $500 per hour for Eric Smith, $395 per hour for Nick Clabbers and $295 per hour
for Shanita Asante, respectively. All other attorneys with the Firm would be available to assist
this team if needed and approved by the County. The normal hourly rates for attorneys in the Firm y
range from $295 to $795 per hour. Paralegal/law clerk rates are charged $160 per hour. No
retainer will be required. The Firm charges fees in six-minute(1/10 hour)increments. These rates
will be effective until at least the end of this calendar year. The Firm annually evaluates its rates
2
and will notify you in advance of any anticipated changes in rates.
In addition to the hourly fee for services,the Firm will charge you for all necessary and incidental E
out-of-pocket expenses, including, but not limited to, travel costs, office expenses, computerized
legal research, court reporting services, and court or other filing fees. We do not generally charge
for routine photocopying and long-distance telephone or cell phone calls, but in some instances, �
do charge for especially large copying jobs, color copies, and hosting conference calls. Out-of- Z
pocket expenses are charged at our actual cost. Please let us know if you have any special
requirements for the expenditure or reporting of expenses.
Invoices. It is the Firm's practice to send our clients a consolidated monthly invoice showing the
amounts billed for specific matters during the period covered by the invoice. Unless you request
otherwise,our invoices will contain daily detail for each professional's work on the client's matter.
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We can, however, prepare that invoice in any format that meets your needs. We urge you to raise CL
any questions regarding our invoices as soon as they arise so that we can resolve any problems
promptly. We require that the County pay our fees promptly on a monthly basis. We consider U)
any invoice more than 30 days old to be overdue. If the County does not inform the Firm, in
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writing, of any questions or concerns with respect to the charges contained on an invoice within
30 days of receipt,the Firm will assume and the County agrees that such charges are acceptable to
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the County. The Firm reserves the right to charge interest of one percent per month on any
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outstanding amounts on invoices over 60 days old.
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Page
Conflicts Evaluation. In accordance with the applicable ethical les,we have confirmed at we
have no current actual conflicts between the County or the Airport and any firm clients. Further,
we are not aware of any potential conflicts. As you are aware, the Firm represents many public
sector and private sector clients. We cannot foreclose the possibility that, at some time in the
firture, any existing or future Firm client may be adverse to the County on matters completely
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unrelated to this engagement. It is also possible that an existing firm client is currently adverse to
the County on a matter of which we are unaware or in which we have no involvement. The County U
understands and agrees that the Finn may represent new and existing clients in any matter that is
not substantially related to our work for the County even if the interest of such other clients may
e directly adverse to or to any entity or person related to the County, with one exception: This
prospective consent to conflicting representation will,of course, not apply to any matter where, as
a result of our work for the County, we have obtained sensitive, proprietary, or otherwise
confidential infon-nation that could be used by such other clients to the material disadvantage of
the County or the Airport. Should we be involved in other matters for the County or the Airport,
the conflict evaluation will be done at that time on a case-by-ease basis.
Termination e . Upon completion or termination of our representation on the
afters described above, the alto ey-client relationship will end unless the County and the Firm
have agreed to a continuation with respect to other matters. The County has the right,at any time,
to terminate our services and representation upon written notice to the Firm. We reserve the right 2
to withdraw from our representation if, among other things, you fail to honor the terms oft this
engagement letter, you fail to cooperate or follow our advice on a material matter or any fact or
circumstance(including any conflict of interest with another client)that would,in our view,render 0)
our continuing representation unlawful or unethical. If we elect to withdraw, you will take all 2
steps necessary to free us of any obligation to perform her, including the execution of any ,
documents necessary to complete our withdrawal. No termination of our representation by the >
County or the Firm will relieve you of your obligations under the terms of our engagement to pay
for services rendered or for costs or expenses paid or incurred on your behalf. In the unusual event
that a court of competent jurisdiction refuses to permit us to withdraw upon termination,you would LU
remain responsible for fees and costs. In the event we are compelled to intervene in a pending
lawsuit or initiate any proceeding in order to recover any-amount due under the terms of our 0
engagement,the prevailing party is entitled to be reimbursed for any and all reasonable attorneys'
fees, court costs, and expenses incurred in such proceeding. LU
Entire Understanding of Termse ree ti . This engagement letter constitutes our
entire understanding and agreement with respect to the terms of our engagement and supersedes
y prior understandings and agreements, written or oral, regarding representation on this matter.
If any provision of our engagement letter is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the remainder of the provisions shall remain in full force and effect. This
engagement letter may only be amended in writingby the Firm the County. LU
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If the terms described above are satisfactory,please so indicate by signing this letter and returning
one signed copy to me. We look forward to working with you and your colleagues on this matter,
and we look forward to a mutually satisfactory relationship. Thank you again for your interest in
engaging the Firm.
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Sincerely,
KaplVavidY. Bann
Rockwel
By: d, artner
ACCEPTED AND AGREED ON BEHALF OF MONROE COUNTY,FLORIDA
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA ATTEST: KEVIN MADOK, CLERK
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By:
By: As Deputy Clerk
MAYOR HEATHER CARRUTHERS
Date:
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Fto J.
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