Item P5BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: April 17, 2013 Division: County Attorney
Bulk Item: Yes X No _ Staff Contact Person: Natileene Cassel
Phone: 292-3470
AGENDA ITEM WORDING: Approval of a new Professional Services contract with the firm
of Nabors, Giblin & Nickerson, P.A., to serve as bond counsel and other related issues for the
County.
ITEM BACKGROUND: Nabors Giblin has assisted the County in the past with bonding and
bond related issues which is a specialized practice in the law. They have the expertise and
trained staff to work with the county on issuance of bonds, tax questions, the validation process,
supervision of printing bonds (if needed), and general questions regarding bonding.
PREVIOUS RELEVANT BOCC ACTION: BOCC has contracted with this firm for various
types of representation in the past and were pleased with their work. Past contracts include:
February 1990 for issuance of Special Obligation Note, Series 1989, January 1997 as bond
counsel, March 2006 issues related to workforce housing, utilities and stormwater.
CONTRACT/AGREEMENT CHANGES: N/A
STAFF RECOMMENDATIONS: Approval
TOTAL COST: Hourly rates with a minimum fee for certain specified areas
INDIRECT COST: N/A BUDGETED: Yes No
DIFFERENTIAL OF LOCAL PREFERENCE: N/A
COST TO COUNTY: Same as total cost SOURCE OF FUNDS:
REVENUE PRODUCING: Yes _ No XX AMOUNT PER MONTH Year
ce�-
APPROVED BY: County Atty _ OMP�U
B/Pur"4 sing Risk Management _
DOCUMENTATION: Included X Not Required
DISPOSITION: AGENDA ITEM #
Revised 7/09
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Nabors Giblin
Contract #
Effective Date: April 17, 2013
Expiration Date:
Contract Purpose/Description:
BOnd Counsel and related matters
Contract Manager: Bob Shillinger
3470 County Attorney -- #7
(Name)
(Ext.) (Department/Stop #)
for BOCC meeting on 3/20/13
Agenda Deadline: 3/5/13
CONTRACT COSTS
Total Dollar Value of Contract: $ $200/250 Current Year Portion: $ ,
n., —
Budgeted? Yes® No ❑ Account Codes: tom- v�►c�5� 3i`d -
Grant: $
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $20,000/yr For: Legal services
(Not included in dollar value above) (e . maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed Reviewer
Division Director 4/1/13 Yes❑ NoN
Risk Management Yes❑ No[�f
t
O.M.B./Pur hasing Yes[-] No X❑ P y z-13
County Attorney 4/1/13 Yes❑ NoN
Comments:
✓ivin ru1111 1XCV1Scu L/L IM1 1V11.r fFL
AGREEMENT BETWEEN MONROE COUNTY AND
NABORS, GIBLIN & NICKERSON, P.A.
RELATED TO BOND VALIDATION AND RELATED ISSUES
THIS AGREEMENT, made and entered into this day of , 2013, A.D., by and
between the BOARD OF COUNTY COMNOSIONERS OF MONROE COUNTY, FLORIDA
("COUNTY"), a political subdivision of the State of Florida whose address is 1100 Simonton
Street, Key West, Florida 33040, and, Nabors, Giblin & Nickerson, P.A., ("ATTORNEY"), a
professional Association licensed in the State of Florida, hereby enter into this Agreement regarding
the retention of ATTORNEY by COUNTY to provide legal advice and services.
NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein,
the parties agree as follows:
1. THE CLIENT
The Client is the COUNTY, and to the extent ethically permissible, it's elected and appointed
officers and its employees, unless COUNTY advises ATTORNEY otherwise.
2. THE ATTORNEY
ATTORNEY is the individual or professional association named above and whose legally authorized
signature appears at the bottom of this Agreement. ATTORNEY is licensed to practice law in all
jurisdictions relevant to this matter. ATTORNEY has been retained specifically because
ATTORNEY is understood by COUNTY to be able to handle this matter. If ATTORNEY
practices with others who may also provide services to COUNTY, he or she understands that
COUNTY expects that ATTORNEY will be responsible for managing the representation, assuring
compliance of others with the terms of this Agreement and ethical requirements, preparing and
substantiating all bills, and communicating with COUNTY. ATTORNEY may not delegate or
outsource this work without full written disclosure to, and written approval from, the COUNTY.
3. TERM OF AGREEMENT
This Agreement and representation by ATTORNEY is effective upon execution by ATTORNEY
and acceptance and approval by COUNTY in accordance with COUNTY'S policies, ordinances,
or governing statutes. The representation shall continue until terminated by either the COUNTY,
or by the ATTORNEY in accordance with ethical requirements and/or the terms of this
Agreement.
4. SCOPE OF THE WORK
ATTORNEY shall provide legal services and advice to COUNTY regarding issues as set out
more specifically in Attachment "A" to this agreement. ATTORNEY will be assigned new
matters by the COUNTY ATTORNEY from time to time during the term of the agreement, those
matters shall be included under this Agreement when assigned by the County Attorney in writing
and accepted in writing by the Board of County Commissioners and the Clerk of Court is notified
of the addition of the matter. The new matter shall be given a new name and the matter shall be
billed under that name.
4.1 Professional ability to perform work appointment of contract manager
ATTORNEY warrants that he or she is authorized by law to engage in the performance of the
activities herein described, subject to the terms and conditions set forth in these contract
documents. ATTORNEY shall designate an individual attorney to be the contract manager for
each matter and the contract manager shall at all times exercise independent, professional
judgment and shall assume professional responsibility for the services to be provided.
ATTORNEY warrants that he or she and the authorized time keepers are authorized by law and
the Rules and Regulations of The Florida Bar to engage in the performance of the activities
encompassed by this Agreement. If ATTORNEY is a member of a law firm, either as partner,
shareholder, associate, or other relationship, ATTORNEY warrants that he or she is authorized to
enter into this Agreement by the law firm.
4.2 Management of time keepers
ATTORNEY is responsible for managing the matter cost-effectively and competently, e.g., by
insuring that additional time -keepers are competent, properly supervised, efficient, and in
compliance with the terms of this Agreement as well as with ethical obligations.
5. REVIEW OF ETHICAL OBLIGATIONS AND POTENTIAL CONFLICTS OF
INTEREST BEFORE INITIATING REPRESENTATION
ATTORNEY has conducted a thorough investigation and determined that neither ATTORNEY nor his
or her fum has any ethical impediment, real or potential, including but not limited to conflicts of
interest, to representing COUNTY. To the extent that any ethical impediment, real or potential, is
discovered or ever arises, ATTORNEY shall immediately inform COUNTY in writing of the
impediment (regardless ofwhether ATTORNEY believes he or she has taken all steps necessary to
avoid the impediment and regardless of whether ATTORNEY believes that the impediment is
insubstantial or questionable), make full disclosure ofthe situation to COUNTY, obtain COUNTY'S
express, written consent to continue the representation of the other client, and take all steps requested by
COUNTY to avoid or mitigate the impediment ATTORNEY understands that, if a direct or indirect
conflict of interest arises which, in the opinion of the COUNTY, cannot be avoided or mitigated
under the Rules of Professional Conduct of The Florida Bar, COUNTY may, in its discretion, (a) obtain
reimbursement from ATTORNEY for all fees and expenses paid to ATTORNEY in this matter; (b)
obtain cancellation of all amounts allegedly owed by COUNTY to ATTORNEY; and (c) obtain
reimbursement for consequential expenses incurred by COUNTY, including the cost of replacement
counsel.
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.
6.1 ATTORNEY Fee (Hourly Fee Engagements)
ATTORNEY' S providing services on an hourly fee engagement 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 billing documentation and
time -keeper requirements are a condition precedent to payment by the COUNTY.
6.2. Non -billable time
ATTORNEY will bill COUNTY only for time reasonably and necessarily incurred to render
professional services on COUNTY'S behalf in accordance with this Agreement. Time attributable
to billing questions is not billable. Time expended by time -keepers who have not been approved
by COUNTY is also not billable.
6.3. Hourly Rates, and Changes to hourl rates
Hourly rates for ATTORNEY and additional Timekeepers will be set at:
Approved Time Keepers:
Name:
Hourly Rate:
Gregory T. Stewart
$250.00
Harry Chiles
$250.00
Lynn Hoshihara
$200.00
Carly Schrader
$200.00
Heath Stokley
$200.00
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 Agreement.
6.4. Time keepers
As used in this Agreement, the term "time keeper" shall include ATTORNEY and other
ATTORNEYS and individuals identified in paragraph 6.3 of this Agreement who will be
providing services under this Agreement and who will bill the COUNTY for their services in
accordance with this Agreement.
6.51. Duplication of effort
ATTORNEY may when necessary and reasonable have more than one time -keeper bill for court
appearances, attendance at depositions and meetings; including meetings with COUNTY
representatives, and internal conferences; however, permission to use more than one time keeper
shall be in writing from the County Attorney or his designee (permission may be given via email)
and attached to the invoice requesting payment. ATTORNEY is not permitted to use this matter
to provide on the job training for a time -keeper, and bill for that time -keeper's services, without
COUNTY' S approval.
6.5.2. Time -keeper changes
Time -keepers approved by the COUNTY are listed in paragraph 63 of this Agreement, and may be
amended from time to time, upon mutual agreement of the COUNTY and the ATTORNEY, to
evidence the then -current circumstances. Additional time -keepers may not be added to the matter
without written approval from COUNTY. In the event that additional time -keepers providing services
which are to be billed to COUNTY are to be added to the sta% then their hourly rates shall be provided
to COUNTY, and, upon written approval by the COUNTY, their rates and billing practices shall
comply with the requirements of this Agreement.
6.6. Existing work product
To the extent the ATTORNEY makes use of existing work product, e.g., in the form of research
previously performed for another client, then ATTORNEY shall bill only that time expended in
using that work product for COUNTY. In other words, no premium, markup, or other adjustment
shall be made to COUNTY bill for time spent on work already performed.
6.7. Attorney Fee (Bond and Debt Financing)
ATTORNEY'S providing bond or debt financing services will be paid for his or her services in
accordance with the schedule attached hereto as Schedule l .Bond Counsel services to be provided
by the Attorney shall include those set forth in Attachment A.
7. BILLING OF FEES AND EXPENSES
ATTORNEY shall comply with the following requirements as to billing fees and expenses as a
condition precedent to COUNTY'S obligation to pay each bill:
7.1. Monthly bills
Unless otherwise agreed in a writing signed by the COUNTY, bills shall be issued monthly by
ATTORNEY after the close of each month. ATTORNEY understands that COUNTY requires
prompt bills in part to facilitate effective management of the representation and fees.
7.2. Bill format
ATTORNEY shall provide detailed, itemized bills which shall, at a minimum:
7.2.1 Description
Provide a general description of the matter, to include the name of the COUNTY department or
constitutional officer, if not indicated in the title of the matter, for which legal services are being
performed (e.g. Richard Roe v. Monroe County —EEO Claim); a description of the work
performed in enough detail so that each item is distinguishable from other listed items and
sufficient to allow COUNTY to determine the necessity for and reasonableness of the time
expended, the services performed, the project or task each service relates to, the subject and
purpose of each service, and the names of others who were present or communicated with in the
course of performing the service. For example, simply the word "research" is not acceptable,
more detail about the type of research and what was determined by the research is necessary.
7.2.2 Personnel
Clearly identify each timekeeper performing services in conjunction with each entry. Clearly
identify all persons who are not full-time lawyers employed by the ATTORNEY'S firm
(including paralegals, employees of ATTORNEY with their titles, subcontractors, independent
contractors, temporary employees, and outsourcing providers). Personnel 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.
7.2.4 Totals and By Task
State the amount of time expended by each time -keeper broken down for each task.
7.2.5 Summary of Rates
In a summary at the beginning or end of the bill, provide the current hourly rate for each time-
keeper, the total time billed by each time -keeper in that bill, the product of the total time and
hourly rate for each time -keeper, the total fees charged, and are reconciliation between the
amount charged and 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.
7.3. Expenses
COUNTY will pay the actual, reasonable cost of the following expense items if incurred in
accordance with the guidelines below and promptly itemized in ATTORNEY'S monthly bill:
7.3.1 Reimbursable expenses
Actual cost for necessary long distance telephone calls, telecopying at $.25 per outgoing page,
overnight or expedited delivery, couriers, photocopying at $.15 per page, postage, court fees, and
other expenses approved in writing by COUNTY or as listed below:
7.3.1.1. Expedited or emergency services
ATTORNEY is expected to avoid using expedited or emergency services, such as express
delivery services, couriers, telecopying, overtime, and so on, unless necessary because of
unexpected developments or extremely short deadlines. COUNTY may refuse to pay for any such
expenses when incurred routinely or because of ATTORNEY'S failure to manage the matter
efficiently.
7.3.1.2. Computerized research
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.
7.3.1.3. Photocopying
ATTORNEY is encouraged to use outside copying services to reduce the cost of large -volume
copying, provided that these expenses are efficient, cost-effective, and incurred and billed in
accordance with this Agreement. ATTORNEY is responsible for insuring that all copying
complies with copyright obligations.
7.3.1.4. Transcripts
Transcripts should not be ordered without approval from COUNTY. Transcripts should not be
ordered on an expedited basis unless necessary and approved 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 digital electronic/computerized database of all transcripts.
7.3.1.5 Travel Expenses
Travel expenses within the ATTORNEY'S local or metropolitan area will not be reimbursed and
time in transit is not billable. Travel expenses outside the metropolitan area may only be
reimbursed if the travel was approved by COUNTY. Reimbursable travel expenses, if approved,
are the cost of transportation by the least expensive practicable means (e.g., coach class air
travel), the cost of reasonable hotel accommodations, and the cost of transportation while out of
town (e.g., by cab or rental car, whichever seems reasonable, at the lowest available rate). Travel
expenses will be reimbursed in accordance with the applicable provisions of Florida Statute
112.321 and of the Monroe County Code for "approved travelers" and shall be summarized on
the Monroe County Travel Form by ATTORNEY with all applicable receipts attached thereto.
7.3.1.6 Travel Time
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 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 written approval from COUNTY.
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:
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
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.
7.3.2.2. Experts consultants support services, outsourced services, etc.
ATTORNEY is not authorized to retain experts, additional counsel, consultants, support services,
or the like, or to out source or delegate work outside ATTORNEY'S law firm, without written
approval by County Attorney. If agreed to ATTORNEY will be responsible for selecting and
managing the services of others so that their services and expenses will be rendered in accordance
with the terms of this Agreement, including terms applicable to ATTORNEY. ATTORNEY will
manage others to obtain cost effective services for COUNTY. Unless otherwise agreed in writing,
ATTORNEY shall obtain a written retainer agreement, in a form which may be specified by
COUNTY, from each service provider, with bills from each provider being sent to both
ATTORNEY and COUNTY.
7.3.2.3 Temporary Staffmg
ATTORNEY will not bill COUNTY for the time and expenses of temporary employees,
including so-called "Temps" or contract ATTORNEYS or other staff from outside companies,
nor "outsource" or delegate work, nor charge for summer associates, law clerks, or student
clerks, (collectively "temporary staff' even if not temporarily employed) without full advance
disclosure of the employee's temporary or short-term status to COUNTY, including disclosure of
the actual amount paid or to be paid to the individual. Unless COUNTY expressly agrees in
writing to paying additional amounts after full disclosure by ATTORNEY, ATTORNEY may not
charge COUNTY more than the actual cost paid by ATTORNEY.
7.3.2.4. Expenses not passed through at actual cost
COUNTY will not pay any markup for expenses. COUNTY will only reimburse the
ATTORNEY for their actual approved out-of-pocket costs and expenses, whether incurred
personally by an approved time -keeper or incurred by other approved personnel (such as experts,
consultants, support services personnel, or outsourced services personnel).
7.3.2.5.Overhead not charged to 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.
7.3.3. Advance approval of expenses
In addition to the items noted above, ATTORNEY shall obtain written approval from COUNTY
before incurring any expense in excess of $1,000.00 if ATTORNEY expects to be reimbursed for
that expense. COUNTY 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 land fees) after termination
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 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 the COUNTY, delivered to the COUNTY for storage by the COUNTY, with
COUNTY responsible for paying the actual cost of storage. This documentation shall include, for
example, original time records, expense receipts, and documentation supporting the amount
charged by ATTORNEY for expense items generated by ATTORNEY or his or her fun.
COUNTY 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.
8. PAYMENT TERMS
ATTORNEY'S request for payments and reimbursements may be made in either the
ATTORNEY'S name or the name of the ATTORNEY'S law firm, as appropriate. ATTORNEY
bills complying with this Agreement are due and payable according to the Prompt Payment Act.
If the bill materially fails to comply with the requirements of this Agreement, then it is not due
and payable until its deficiencies are remedied by ATTORNEY.
9. MATTER MANAGEMENT
COUNTY will expect that all communications between ATTORNEY, and additional time
keepers, and COUNTY will be reviewed by ATTORNEY and that ATTORNEY will serve as the
point of contact for this matter, including billing questions.
9.1. Case monitoring
COUNTY will be advised promptly by ATTORNEY of all significant facts and developments in
the matter so that COUNTY may manage the matter effectively and make informed decisions
about strategy, tactics, settlement, scheduling, costs, and other related matters. COUNTY will
promptly receive from ATTORNEY copies of all orders, opinions, pleadings, briefs, memoranda
(internal and external), correspondence, and any other document material to the subject matter of
this Agreement, such that the COUNTY will have a current, up-to-date, `�mnror" copy of the
COUNTY'S file maintained by ATTORNEY. For discovery materials or exhibits that are
lengthy, ATTORNEY should discuss them with COUNTY before providing a copy. Documents
available in digital electronic/computerized form should be provided in that form in lieu of paper
copies, if requested by County. Additionally, ATTORNEY may be required to submit, on a
monthly basis, a case status and progress report to be submitted to the Board of COUNTY
Commissioners. The format of the report shall be in the form required by the COUNTY
ATTORNEY.
9.2. Case control
ATTORNEY shall discuss all significant issues of strategy and tactics, including motions,
discovery, pleadings, briefs, trial preparation, experts, and settlement, with COUNTY before
implementation. ATTORNEY is expected to exercise independent professional judgment.
9.3. ATTORNEY cooperation
ATTORNEY will cooperate with COUNTY or COUNTY'S representatives to promptly provide
all information COUNTY requests or needs about the subject matter of this Agreement and
ATTORNEY' S bills and handling of the matter.
9.4. COUNTY cooperation
ATTORNEY should consult with COUNTY about all opportunities for COUNTY to save money
or make use of COUNTY'S expertise to assist in, e.g., responding to discovery, preparing for
trial, locating experts, and the like. COUNTY may also have personnel and facilities available to
reduce the expenses related to the subject matter of this Agreement.
10. CONFIDENTIALITY AND PUBLIC RELATIONS
ATTORNEY is not authorized to waive or release any privilege or other protection of
information — confidential, secret, or otherwise — obtained from or on behalf of COUNTY.
ATTORNEY is to keep all confidential, privileged, or secret information confidential. This
requirement is perpetual, i.e., it will continue even after the termination of the relationship and
this Agreement.
10.1 Prohibition against use of information
This requirement is also intended to prohibit ATTORNEY from using information obtained from
or on behalf of COUNTY, including work product prepared at COUNTY'S expense, for other
client's of ATTORNEY or his or her firm, without COUNTY'S advance written approval.
10.2 No use of County for marketing purposes
ATTORNEY is not authorized to identify COUNTY as a COUNTY, e.g., for purposes of
marketing or advertising, without COUNTY'S prior approval.
11. OWNERSHIP OF ATTORNEY FILES AND WORK PRODUCT
ATTORNEY understands that all files and work product prepared by ATTORNEY or his or her
firm at the expense of COUNTY (or for which COUNTY is otherwise billed) is the property of
COUNTY. Without COUNTY'S written approval, this work product may not be used by
ATTORNEY or his or her firm nor disclosed by ATTORNEY or his or her firm to others, except
in the normal course of ATTORNEY' S representation of COUNTY in this matter. ATTORNEY
agrees that COUNTY owns all rights, including copyrights, to materials prepared by COUNTY
or by ATTORNEY on behalf of COUNTY. ATTORNEY shall notify COUNTY in writing at
least 60 days in advance of destroying any such records and, in the event that COUNTY requests
that they be preserved, shall preserve them at least one additional year (with COUNTY
responsible for paying the actual cost of storage). ATTORNEY shall provide COUNTY with
prompt access to (including the ability to make copies of) all ATTORNEY files and work
product, regardless of whether the representation or matter is ongoing and whether ATTORNEY
fees and expenses have been paid in full.
12. DISPUTE RESOLUTION
ATTORNEY and COUNTY agree that if a dispute arises between them that neither shall be
required to enter into any arbitration proceedings related to this Agreement
12.1. Disputes regarding Attomey fees or expenses
ATTORNEY and COUNTY agree that all disputes regarding ATTORNEY'S fees or expenses
are to be resolved pursuant to the procedures and practices for mediation by the Attorney
Consumer Assistance Program of the Florida Bar.
12.2. Disputes regarding interpretation
COUNTY and ATTORNEY agree that all disputes and disagreements between them regarding
interpretation of the Agreement shall be attempted to be resolved by a meet and confer session
between representatives of COUNTY and ATTORNEY. If the issue or issues are still not
resolved to the satisfaction of both within thirty (30) days after the meet and confer session, then
either shall have the right to terminate the Agreement upon ten (10) business days notice in
writing to the other party.
12.3 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 COUNTY and ATTORNEY each agree to participate, to the extent required by the other, in
all proceedings, hearings, processes, meetings, and other activities related to the substance of
this Agreement; institution of any administrative or legal proceeding shall constitute immediate
termination of this Agreement. ATTORNEY agrees to forward copies of all documents in his or
her possession related to the matter which is the subject of this Agreement to COUNTY at the time
of filing any administrative or legal proceeding.
12.4 ATTORNEY'S Fees and Costs
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 party shall be entitled to an award of reasonable attorney fees, and court costs, as an
award against the non -prevailing party, and shall include reasonable attorney fees and court costs,
in appellate proceedings. 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 with the Florida Rules of Civil Procedure and the usual and customary procedures
required by the circuit court of Monroe County and shall take place in Monroe County.
13. NOTICE REQUIREMENT
Any notice required or permitted under this agreement shall be in writing and hand delivered or
mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the
following:
FOR COUNTY:
County Administrator and County Attorney
Gato Building PO Box 1026
1100 Simonton Street Key West, FL. 33041
Key West, FL 33040
FOR ATTORNEY:
Gregory T. Stewart, Esq.
Post Office Box 11008
Tallahassee, Florida 32302
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.
15. ENTIRE AGREEMENT
The entire agreement between the COUNTY and ATTORNEY with respect to the subject matter
hereof is contained in this Agreement. This Agreement supersedes all prior oral and written
proposals and communications between the COUNTY and ATTORNEY related to the matters set
forth in Attachement A. 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 by Florida law, the provisions of Chapter
286, Florida Statutes, generally require full and public discussion of matters to be voted upon by
the Board of CountyCommissioners. ATTORNEY agrees to consult with the COUNTY
ATTORNEY'S office concerning the application of the Sunshine Law from time to time
concerning specific circumstances that may arise during the term of this Agreement.
17. FLORIDA PUBLIC RECORDS LAW
ATTORNEY agrees that unless specifically exempted or excepted by Florida law or Rules and
Regulations of The Florida Bar, the provisions of Chapter 119, Florida Statutes, generally require
public access to all records and documents which may be made or received under this Agreement.
ATTORNEY agrees to consult with the County Attorney's office concerning the application of
the Public Records Law from time to time concerning specific circumstances that may arise
during the term of this Agreement.
18. NO ASSIGNMENTS
ATTORNEY shall not assign or subcontract its obligations under this agreement, except in
writing and with the written approval of the Board of County Commissioners of Monroe County,
which approval shall be subject to such conditions and provisions as the Board may deem
necessary. This paragraph shall be incorporated by reference into any assignment or subcontract
and any assignee or subcontractor shall comply with all of the provisions of this Agreement.
Unless expressly provided for therein, such approval shall in no manner or event be deemed to
impose any additional obligation upon the Board.
19. TERMINATION
Either of the parties hereto may terminate this contract without cause by giving the other party
fifteen (15) business days written notice of its intention to do so.
10
19.1 Documents forwarded to COUNTY
ATTORNEY agrees to forward to COUNTY along with Notice of Termination or upon receipt of
Notice of Termination, depending upon which party terminates the Agreement, copies of all
documents in his or her possession of any nature whatsoever related to the ATTORNEY'S
representation of COUNTY or obtained due to ATTORNEY'S representation of COUNTY.
19.2 Restriction on Communications
ATTORNEY agrees not to communicate with the public, including the press, about COUNTY or
about this matter.
20. SEVERABILITY
If a term, covenant, condition or provision of this Agreement shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants,
conditions and provisions of this Agreement shall not be affected thereby; and each remaining
term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable
to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants,
conditions and provision of this Agreement would prevent the accomplishment of the original
intent of this Agreement. The COUNTY and ATTORNEY agree to reform the Agreement to
replace any stricken provision with a valid provision that comes as close as possible to the intent
of the stricken provision.
21. CAPTIONS
The captions set forth herein are for convenience of reference only and shall not define, modify,
or limit any of the terms hereof.
22. LEGAL OBLIGATIONS AND RESPONSIBILITIES: NON -DELEGATION OF
CONSTITUTIONAL OR STATUTORY DUTIES
This Agreement is not intended to relieve, nor shall it be construed as relieving, either the
COUNTY or ATTORNEY from any obligation or responsibility imposed upon each by law
except to the extent of actual and timely performance thereof by the other, in which case the
performance may be offered in satisfaction of the obligation or responsibility. Further this
Agreement is not intended to authorize, nor shall it be construed as authorizing, the delegation of
the constitutional or statutory duties of the COUNTY, except to the extent permitted by the
Florida Constitution, state statutes, case law, and, specifically, the provisions of Chapter 125,
Florida Statutes.
23. RECORDS
ATTORNEY shall maintain all books, records, and documents directly pertinent to performance
under this Agreement, including the documents referred to in this Agreement, in accordance with
generally accepted accounting principles, consistently applied. Upon ten (10) business days
written notice to the other, representatives of either the COUNTY or ATTORNEY shall have
access, at all reasonable times, to all the other parry's books, records, correspondence,
instructions, receipts, vouchers and memoranda (excluding computer software) pertaining to
work under this Agreement for the purpose of conducting a complete independent fiscal audit.
ATTORNEY shall retain all records required to -be kept under this Agreement for a minimum of
five years, and for at least four years after the termination of this agreement. ATTORNEY shall
keep such records as are necessary to document the performance of the agreement and expenses
as incurred, and give access to these records at the request of the COUNTY, the State of Florida
or authorized agents and representatives of said government bodies. It is the responsibility of
11
ATTORNEY to maintain appropriate records to insure a proper accounting of all collections and
remittances. ATTORNEY shall be responsible for repayment of any and all audit exceptions
which are identified by the Auditor General for the State of Florida, the Clerk of Court for
Monroe County, the Board of County Commissioners for Monroe County, or their agents and
representatives.
24. PUBLIC ACCESS
The COUNTY and ATTORNEY shall allow and permit reasonable access to and inspection of,
all documents, papers, letters, or other materials subject to the Florida Public Records Law, as
provided in Chapter 119, Florida Statutes, and made or received by the them, unless specifically
exempted by State Statute, Rules and Regulations of The Florida Bar, or case law. COUNTY
shall have the right to cancel this agreement upon violation of this provision by ATTORNEY.
25. MONROE COUNTY CODE ETHICS PROVISION
ATTORNEY warrants that he or she has not employed, retained or otherwise had act on his
behalf any former COUNTY officer or employee in violation of Section 2 of Ordinance No. 10-
1990 or any COUNTY officer or employee in violation of Section 3 of Ordinance No. 10 1990.
For breach or violation of this provision the COUNTY may, at its discretion, terminate this
Agreement without liability and may also, at its discretion, deduct from the sums owed under the
Agreement, or otherwise recover, the full amount of any fee, commission, percentage, gift, or
consideration paid to the former or present COUNTY officer or employee. COUNTY employees
and officers are required to comply with the standards of conduct delineated in Section 112.313,
Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts, doing business
with one's agency, unauthorized compensation, and misuse of public position, conflicting
employment or contractual relationship, and disclosure of certain information.
26. PUBLIC ENTITY CRIME STATEMENT
Florida law provides that person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on an agreement to provide
any goods or services to a public entity, may not submit a bid on a agreement with a public entity
for the construction or repair of a public building or public work, may not submit bids on leases
of real property to public entity, may not be awarded or perform work as a contractor, supplier,
sub contractor, or consultant under a agreement with any public entity, and may not transact
business with any public entity in excess of the threshold amount provided in Section 287.017,
for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on
the convicted vendor list. ATTORNEY warrants the neither ATTORNEY nor any authorized
time keeper has been named to the convicted vendor list.
27. ANTI -KICKBACK
ATTORNEY warrants that no person has been employed or retained to solicit or secure this
Agreement upon any contract or understanding for a commission, percentage, brokerage or
contingent fee, and that no employee or officer of the COUNTY has any interest, financially or
otherwise, in this Agreement, except as expressly stated herein. For breach or violation of this
warranty, the COUNTY shall have the right to annul this agreement without liability or, in its
discretion, to deduct any sums to be paid by COUNTY under this Agreement, or otherwise
recover, the full amount of such commission, percentage, brokerage or contingent fee.
28. MODIFICATIONS AND AMENDMENTS
This Agreement may not be modified in any way without the express, written consent of both
parties. Any and all modifications and Amendments of the terms of this Agreement shall be in
12
writing and executed by the Board of County Commissioners for Monroe County and by
ATTORNEY in the same manner as this Agreement.
29. INDEPENDENT CONTRACTOR
At all times and for all purposes hereunder, ATTORNEY is an independent contractor and not an
employee of the Board of County Commissioners of Monroe County. No statement contained in
this Agreement shall be construed so as to find ATTORNEY or any of the authorized time
keepers, to be the employees of the Board of County Commissioners of Monroe County, and they
shall be entitled to none of the rights, privileges or benefits of employees of Monroe County.
30. COMPLIANCE WITH LAW
In carrying out ATTORNEY' S obligations under this agreement, ATTORNEY shall abide by all
statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this
Agreement, including those now in effect and hereafter adopted. Any violation of said statutes,
ordinances, rules or regulations shall constitute a material breach of this Agreement and shall
entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of
termination to ATTORNEY.
31. LICENSING
ATTORNEY warrants that ATTORNEY and additional timekeepers do presently have, shall
have prior to commencement of work under this Agreement, and at all times during said work, all
required licenses and permits whether federal, state, County or City.
32. NON-DISCRIMINATION
ATTORNEY shall not discriminate, in its employment practices and in providing services
hereunder, on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual
orientation, gender identity or expression, familial status, or age, and shall abide by all federal
and state laws regarding non-discrimination. Upon a determination by a court of competent
jurisdiction that such discrimination has occurred, this Agreement automatically terminates
without any further action by the COUNTY, effective the date of the court order. ATTORNEY is
aware of the provisions of Section 13-101 through 13-106, Monroe County Code, relating to non-
discrimination, and agrees to abide by the Code's nondiscrimination requirements.
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.
13
36. HOLD HARMLESS AND INSURANCE
Prior to execution of this agreement, ATTORNEY shall furnish COUNTY Certificates of
Insurance indicating the minimum professional liability coverage for ATTORNEY and additional
time -keepers in the amount of Five Hundred Thousand Dollars ($500,000.00). 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.
37. NO PERSONAL LIABILITY
No covenant or obligation contained in this Agreement shall be deemed to be a covenant or
obligation of any member, officer, agent or employee of the Board of County Commissioners of
Monroe County in his or her individual capacity and no member, officer, agent or employee of
the Board of County Commissioners of Monroe County shall be liable personally on this
Agreement or be subject to any personal liability or accountability by reason of the execution of
this Agreement.
38. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be regarded
as an original, all of which taken together shall constitute one and the same instrument and the
COUNTY and ATTORNEY may execute this Agreement by signing any such counterpart.
THIS AGREEMENT will become effective when executed by both the ATTORNEY and
executed by the Board of County Commissioners of Monroe County, Florida.
Attest:
Amy Heavilin, Clerk
By:
Deputy Clerk
Date:
Witness to ATTORNEY:
SS lig ini4ae �1
Print N e
Address: ISDU Pn �t doo
DATE: WTI
Tollkuf. NLJJ23u Y
Board of County Commissioners
Of Monroe County
By:_
Mayor
Date:
Print Name
%
DATE: ` lPr (t ZO
0
MONROE COUNTY ATTORNEY
4 PROVED AS TO M:
�ATILEENE W. CASSEL
ASSISTANT COUNTY ATTORNEY
Date
14
ATTACHMENT A
Scope of Representation
Services to be provide by Nabors, Giblin & Nickerson as bond counsel
shall include all customary and traditional duties typically incurred by bond
counsel for State of Florida local governmental entities including but not limited to
the following:
• Consultation with County officials and staff concerning all legal
questions relating to the issuance of Bonds;
• Attendance, upon request, at any meeting of the Board of County
Commissioners or any meeting of staff relating to the issuance of
Bonds;
• Preparation of all resolutions, bond documents and other instruments
relating to Bonds, in cooperation with the County staff, the County's
financial advisor and the County Attorney;
• Analysis and resolution of tax problems associated with Bonds,
including preparation of ruling requests and contacts with the United
States Treasury, if necessary;
• Review of all disclosure documents prepared or authorized by the
County, insofar as such documents describe Bonds and summarize
the documents securing he Bonds;
• Preparation and review of all documentation required for closing;
• Supervision of the printing of Bonds (if printed Bonds are utilized);
• Provision of an opinion in written form at the time Bonds are
delivered, which opinion shall cover (i) the legality of Bonds and the
proceedings by which they are issued, (ii) if applicable, the
exclusion from gross income for federal income tax purposes of
interest paid on Bonds, and (iii) such other issues that are
customarily required of bond counsel; and
• Consultation with County officials and County staff concerning
questions that may arise with regard to Bonds.
15
Schedule 1
Fees for Bond Counsel Services
The County shall pay to Nabors,
Giblin & Nickerson, compensation for
services rendered and expenses incurred as bond counsel in accordance with the
following schedule (all fees quoted on a per $1,000 Bond basis):
Type of Issue Minimum Fee
Fee Scale
General Obligation $15,000
$1.25 per bond first $20,000,000
$1.00 per bond $20,000,000-40,000,000
$0.75 per bond over $40,000,000
New Money & Bank Loans $17,500
$1.50 per bond first $10,000,000
$1.25 pr bond $10,000,000-30,000,000
$0.75 per bond over $30,000,000
Special Transactions(l) $20,000
$1.50 per bond first $20,000,000
$1.25 pr bond $20,000,000-40,000,000
$0.75 per bond over $40,000,000
Validation N/A
To be negotiated on a per transaction basis
Out -of -Pocket Expenses N/A To be negotiated on a per transaction basis
prior to closing.
Would include, without limitation, special assessment bond issues, refundings,
certificates of participation and unrated issues.
16
ADDITIONAL BACK-UP
. RECEIVED JAP: 2 2 199M
AGREEMENT RE: BOND COUNSEL SERVICES
The undersigned, on behalf of the Monroe County Municipal
Service District, Monroe County, Florida (the "District") and
Nabors, Giblin & Nickerson, P.A., Tallahassee, Florida ("Nabors"),
do hereby agree as follows:
1. Nabors shall provide bond counsel services to the District
in connection with the issuance by the District of its Special
Obligation Note, Series 1989, for the purpose of financing the
acquisition of certain capital equipment for use in connection with
the District's solid waste disposal system.
2. Such services as bond counsel shall include preparation
of all necessary and appropriate resolutions, certificates and
other documents necessary to authorize and issue the note, the
attendance at any meetings deemed necessary by the District, and
the delivery of an opinion at closing that interest on the note is
excludable from gross income for federal income tax purposes.
3. Nabors will be paid a fee of $9,80o for its services as
bond counsel.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands as of the 1.3th day of February , 19 90.
MONRO COUNTY MUNICIPAL SERVICE DISTRICT
ayor, M oe oard of
ATTESTANNY L K0,2AGE, Clerk County Commissioners
Clerk
IS l: Z C., 0Z, .i11 0
NABORS, GIBLW & NICKE ON, P.A.
ApM OWAI TO MM
AND LEGAL SUFFYCMWRW&F-
BY Atto►ney't
SWORN 5"rATElliIENT UNDER SEMON U7.I.33(3)(u),
xI AA M ATLr*r,.;_ ON PUBLIC. ENTM .
THIS FOIL11 MUST BE SIG -KM IN M PRESL ICY '. OF A:.NOTARY. PUB11c oR O'iT=. OFFICLI
AUTHOR= TO ADhUNLSTER'OATii,S.
1. This sworn statement 1s submitted with Bid, Proposal or Contract: Na:. N/A
for Bond counsel services for Monroe County Municipal Service District
Specia-L� iggaUo_n Note, Cries 989
2. This sworn statement is Submitted by RS. GI0 & NICKERSON, P.A.
(name of entity subtaitdnq; hworn stutemerit]
whose business address is 315 South Calhoun Street, Suite 800
Tallahassee, Florida 32301
and
(if applicable) Its. Federal Employer Identification Number-01MN) is 59-2427540
(If the entity has no FEIN, include the. Social Security Numbec-ofthaiadividual signing this sworn
statement: .)
3. My name is Robert L. Nabors and my relationship to the
[pleme print name of individual signing)
entity muted above is President
4. I understand that a 'public entity crime" as defined in Paragraph 287.133(1)(g). Florida StaruM6
m.:ans a violation of nay state or -federal law by a person with reaperx to and directly related to the
transaction of business with any public entity or with an agency or political su'odivisiOn of any other
state or with the United States, including, but riot limited to, any bid. or contract for goods or
servicas to be provided to any public entity or an agency or political subdivision of any other state
or of the United States and involving antitrust, fraud, theft, bribery, Collusion, racketeering,
conspirary, or material misrepresentation.
S. I understand that 'convicted- or -conviction- as defined ia'Paragmph287.133(I)(b), larida St. -.cures.
meats a finding of guilt or a conviction of a public entity tee. with or without an adjudiL-tion ei
guilt,in any federal or state trial court of record.. relating, to charges brought by indictment or
iniormation after July 1,1989, as a result of a jury verdict, norijury trial, or entry of a plea of guilty
or polo contendere.
6. I understand that an 'affiliAW as defined in paragraph 2S7.133(1)(a), Florida Starute:s. means:
1. a predecessor or successor of a person convicted of a public entity crime: or
2. An entity under the control of any natural person who is ac:dve in the management of the
entity and 'who na= been convicted of a public entity triune. 'The term 'aii�iate• includes Eh se
o
officers. directors, execuUveS, partners, shareholders, employees, members, and agenu who are arrive
in the management of an -affiliate. The ownership by one person of shares constituting a controlling
interest in another person, or a pooling of equipment or incatnto among persons when not for fair
market malue under an arms length agreement, shall be. a ptirit3 tacit
cue ghat one person controls
another person. A person who knowingly enter into a joint venture with a person who has been
convicted of a public entity crime in Florida during the preceding 36 months shall be Cotuihas ben
afIiiiatc.
7• r understand that a 'person' as dewed in Paragraph 287.133(1)(e), Florida Stntute< means any
natural person or entity organized under the laws of any state or of the United States with the: legal
power to enter into a binding Contract and which bids or applies to bid out contracts for tha provision
of goods or services let by a public entity, or which otherwise transacts or applies to transact business
with a public entity. 'The term •person' includes those officers, directors, executives, partners,
shareholders, employees, members, and agents who are active in managzmment of an entity.
& Based on information and belie& the statement which I have marked below is trite -in relation to the
entity submitting this sworn statement (PI=SC Indicate which statement applies
t 4
heather the catity sebmittiug this sworn statement, nor -,ally Officers. directors, cxe;.^utives,
p crs, sharcholders, employres. metttbers. or agents who are active: in management of the entity,
nor 3ny affiliate Of the entity rave b&n chargcd with and• convicted of. a. public eatiry crime
subsequent to July 1, 1989.
- The entity submitting this sworn statement, Or -OW -Or more of the officers, directors,
e kccutives, parmers, shareholders, employees, mcmbers, oT agents who are active in maaage„acnt of
the entity, or as afttllate of the entity has been ebarged with and convicted of a public entity caciaao
substgoear to July 1, 1989, BLIZ [Pleusc 1Adlente which additional 6wuuncat applies.]
'there has beta a prnoecdisg concerning the conviction before a hearing* officer of
the State of Florida, Division of administrative Hearings. 'The Hnal order entered by tite
hcering officer did not place the person or affiliate on the. eonvieua vendor list. rPleuse
suach a cupy of the. final order.]
The persoa or affiliate was plate on the cwnviewl vendor list 'Chen ht . been a
subSAdmi istr procaeeding before hearing officer O the' State. of Florida, Division of
Administrative Hearings. 'The f� older entered by the hearths officer determined tbat it
was in the pubda bttetcst to remLwe• the -person or Wilhi e•from the coAvictcd vendor list.
Me"t "Mch b COPY of the flual order.]
��,,, The person or affiliate has not been places on the cOnvicxed vendor list. (Pl=a
deseribt: any action taken by or pradiag~wigh the Deparme ui of General Services.]
Z�
14091
Date: O
STATE OF FWRIDA
COUNTY OF LEON
PERSONALLY APPEARED BEFORE Ml:, the undersigned authority,
Robert L. Nabors who, after first being sworn by ate, affixed his,'hesr sipatute
(aama ut individual signingj
is the space provided above on this
My commission zxpirer.
oil,
MY
For .1 FUR 7068 (Rev. 11189)
RETAINER AGREEMENT
This Retainer Agreement is entered into this 4- day of
January, 1997, between Monroe County (the "County") and the law
firm of Nabors, Giblin & Nickerson, P.A. ("NG&N") to provide
specialized legal services and assistance by NG&N to the County.
WHEREAS, NG&N is a nationally recognized bond counsel and
possesses unique experience and expertise in Florida state and
local finance and tax and local government law; and
WHEREAS, it is in the best interest of the County to retain
the services of nationally recognized bond counsel with regard to
the issuance of County bonds and other indebtedness.
In recognition of such acknowledgments, the -partied hereto
agree as follows: �-
a
Z ..r.
W
SECTION 1. Service As Bond Counsel. The County deVires"to
retain NG&N and NG&N agrees to serve as bond counsel 'to tN@ CoMity
.N �7
in the issuance of any bonds or other indebtedness. -JIn Rich
capacity as bond counsel, NG&N's duties shall include, by way of
example and not limitation, the following specific tasks:
A. Consultation with County officials and staff concerning
all legal questions relating to the issuance of the bonds,
including review of proposed financing programs as to feasibility
and for compliance with applicable law and pending or proposed
revisions of the law, including U.S. Treasury regulations;
B. Attendance, upon request, at any meeting of the County
Commission or any meeting of staff, the County's financial advisor,
underwriters, rating agencies and others as appropriate relating to
the issuance of the bonds or dissemination of information in
connection therewith;
C. Advise as to structuring procedures, required approvals
and filings, schedule of events for timely issuance, potential
cost -saving techniques and other legal matters relative to issuance
of the bonds;
D. Preparation of all ordinances or resolutions, including
any amendments thereto, relating to the bonds, in cooperation with
the County staff, the County's financial advisor and the County
Attorney;
E. Preparation of any trust indenture; escrow deposit
agreement, registrar or paying agent agreement; and any other
agreements or similar documents necessary, related or incidental to
the bonds;
F. Preparation of all pleadings and other documentation
required in connection with validation of the Bonds, and appearance
as attorneys of record with the County Attorney, if requested, at
the validation hearing;
G. Review the transcript of all proceedings in connection
with the foregoing and indicate any necessary corrective action;
H. Review of all disclosure documents prepared or authorized
by the County, to the extent such documents describe the bonds and
summarize the documents securing the bonds;
I. If the sale of the bonds is by competitive bid, assist in
the preparation of the bid documents, notice of sale, evaluation of
2
bids and other documentation or action necessary to conduct a sale
of the bonds in that manner;
J. Prepare, obtain, deliver and file all closing papers
necessary in connection with the sale and issuance of the bonds;
K. Supervision of the printing of the bonds (if printed
bonds are utilized);
L. Review all underwriting proposals;
M. Provision of an opinion in written form at the time the
bonds are delivered, which opinion shall cover (1) the legality of
the bonds and the proceedings by which they are issued, (2) if
applicable, the exclusion from gross income for federal income tax
purposes of interest paid on the bonds, and (3) such other issues
that are customarily required of bond counsel; and
N. Consultation with the County Attorney concerning
questions that may arise with regard to the bonds.
The fee for bond counsel services shall be determined prior to
the authorization of any bonds or other indebtedness and shall be
expressed in a lump sum amount or a stated dollar amount per $1,000
increment of bonds contemplated to be issued. In the event NG&N
has provided legal services for a contemplated financing that does
not close for any reason, NG&N would not receive the agreed upon
fee for service as bond counsel but would be reimbursed for costs
incurred as provided in Section 3 of this Agreement.
SECTION 2. Additional Services. NG&N agrees to be available
to provide additional legal services to the County, other than bond
counsel services described in Section 1 of this Agreement, on
K
Florida finance and tax issues and other issues and matters of
local government law. Such additional legal services shall be
provided only upon the request of the County Attorney. The scope
of services, in which NG&N has particular experience and expertise,
involves preparation of environmental ordinances, processing of
environmental permits, preparation of agreements with the Florida
Department of Transportation, structure and implementation of home
rule revenue sources, and representation before the Governor,
Cabinet and Florida Legislature. Unless otherwise agreed to by the
County Attorney, NG&N shall be compensated for such additional
legal services as special counsel on an hourly basis at the
following rates: (a) Firm principals at the rate of $150 per hour;
(b) Firm associates at the rate of $125 per hour; and (c) Legal
clerks at the rate of $50 per hour.
In the event a request for legal services as described in this
Section is anticipated to exceed ten (10) hours of attorney time,
NG&N shall immediately notify the County Attorney in writing of
such a possibility and the written notification shall, whenever
practicable, contain an estimate of the number of hours to be
incurred in honoring such a request.
Unless a separate billing arrangement is agreed to between
NG&N and the County Attorney, NG&N shall provide an itemized
statement of such additional legal services rendered as special
counsel on a periodic basis for fees and costs incurred.
SECTION 3. Reimbursement of Costs. In addition to the legal
fees or other compensation provided in this Agreement, NG&N shall
4
be reimbursed for costs incurred on long distance telephone
charges, travel expenses, overnight delivery charges and
photocopies. Any travel expenses shall be reimbursed in accordance
with section 112.061, Florida Statutes.
SECTION 4. Conflicts. It is recognized by the parties that
NG&N is dedicated to providing legal services and specialized
assistance primarily to local government clients and certain state
agencies. NG&N generally represents private sector clients only in
the event a local government client requests such representation in
implementation of a public/private venture or partnership. As a
consequence, no conflict is contemplated by the providing of the
described special counsel services to the County. Notwithstanding
the foregoing, NG&N agrees that it will not accept representation
of another client that is directly adverse to the County's
interests unless and until NG&N has made full disclosure to the
County of all the relevant facts, circumstances, and implications
of NG&N's undertaking the two representations and the County has
consented to NG&N's representation of the other client.
SECTION 5. Termination. NG&N shall serve as special counsel
at the pleasure of the County. NG&N shall have the right to
terminate this Agreement upon giving notice in writing to the
County thirty (30) days prior to the date of an intended
termination.
7
Attest:
Danny L.NolhAv
Clerk of Courts
firm\monroe.ret
MONROE
By: KEITI
NABORS, GIBLIN & NICKERSON, P.A.
By: �.
Robert L. tdbors
APPROVED AS TO FORM
AN Lau FIC-1rHY. J
B
ROBERT N. W
DATE O
t+),'i7923515 MONROECOUNTYATT 11:37:15a.m. 03-13-2006 2/15
MONROE COUNTY, FLORIDA
STANDARD LEGAL 6ERVICES AGREEMENT
AGREEMENT NUMBER:
Tito HOARD OF COUNTY CObMSb'IONIM OF MONIM COUNl'Y, FLORIDA, as the
legislative and governing body of Mourne County, Florida, and in accordance with the powers
enumerated. in Section 125.01, Florida Statutes ("County") and Robert Nabors, Esq of the fum of
Nabors, GibHn dt Nickerson, PA (-AttornW) hereby into this Apeemni t regarding the
rates tiion of Attorney by County to provide legal advice and services:
1. Came The Client is the Courtly, and to the extent ethically peomassible, it's elected and
appointed officers and its' employees, unless County advises Attorney otherwise. In the event that
Attorney cannot ethically repeat individuals in addition to County, Atbomey shall advise County in
writing ofthat feet immediately.
L Attonnter. The Attorney is the individual named above and wbose sigoa we qqwars at the bottom of
this Aft. Atbonuy is licensed to pracdca law in all jurisdictions relevant to this matter. If
Attorney practices with others who may also provide services to County, he or she uodesshm ds that
County expects that Attorney mU be responsible for managing the rep aq assuring
compliance of others with the terms of this Agreement and ethical regoieements, p j g and
substantiating all bHls, and communicating with County. Attorney may not delegatz or ourlsoln+oe
this work without fall written disclosure to, and prig written approval ft om, the County.
3. Matter: Attorney bar been retairbod by County in connxtion with the matter described in
Exhort A. Attorney z%zesaants that he or she is competent and avmW* to handle that matter. In the
event that additiosel matters we waigned by County to may, this agmarnent shell apply to
those madtats as well, unless a sepan<m Agreement is:equ kvd by the County.
3.L Review of ethical obUgMtonm before ti Mnftg r+epn,esontatiun: Attorney has
conducted a ftwugh won and determined that n dw Attorney nor bis or her fnm has any
ethical impediment, real or potential, to representing County. To the eadent that any ethical
impediment, real or potwdal, is discovered or ever arises, Attorney shall immediately inform
County in writing of the impedimmet (regardless of vhwd ear Attomey believes he or sbe has taken all
steps necessary to avoid the Impediment and regardless of whether Attorney believes that the
imps+ 4, , is irmbstsntisl or questionable), mains fi:U d:arin�= of the situation to County, obtain
rurty' Cas acpress, writtum consent to candow the repte9.icn of the other cheat, and take all steps
requested by County to avoid or mitigate tine impodimeak A* may muds *at, if a direct or
indirect conflict of interest arises which, in the opinion of the County, cannot be avoided or
mitred under the Rules of Profeesinnal Cotldu t of The Florida Bar. County may. in its won, (a)
obtain reimbursemetzt from Attamey for all foes and expos paid to Aitorn y in IN. matte:; (b)
obtain cancellation of all amounts allegedly owed by County to Attorney; and (c) obtain
reimbursexnerst for consoqurT&;al cxpawcs incurred by County, incbding the cost of replacement
counsel.
RECEIVED
MAR 14 1006
1 of 14 MONROE COUNTY ATTORNEY
M!Q923516 MONROE COUNTY ATT 11:37:55 a.m. 03-13-2006 3115 +
3.2. Limitations to scope of a w rreeeatatlon: Except where prohibited by the Rules of
Professional Conduct of The Florida Bar, the Monroe County Attanney's Office will serve as co
counsel in all matters covered by this Agro=cM As co-coum the OHree arttoomas►'s wg assist
Amy by pefb=ing tasks assigned by ANY, including but not limited to serving as local
counsel; seeuuang the eoopamdaan of Comity employee's, officers, and others in discovery and other
matters; obtaining evidentiary materials firm County files; assisting with discovery
hearings and depositions; filing pleadings; a mwging for closed attorney -client sessions v attending
Board of County Co--.-sioners; and performing other tasks as necossary and convenient for
Attorney. Decisions as to tactical approaches to be utilized shall be the c>itimate responsibility of
the Attorney, and issues which rise to the level of a client decision shall be resolved by the
B wd of Au Coa�issianeE L Any fiug= limitations or special conditions shall be as set forth
3.1 Term of Agreement and Reptreate ubdiots: This A.gc=icu and repacesattation by
Attoastiey is cMct<ve upon acceptance and M=val by County in acamdaace with County's policies,
ea<diDUn=- or governing "408. The A%= Iio - mall continue until tan ninated by wither the
County, or by the Amy in accordance with ethical requirements.
3A Coremty aspectattons and gals: The County expects the Attorney to seek the best
resohrtion for the County at the lowest reasonable cost to the taxpayer& At the aadiest reasonable
Point during the repzeswn-atioa. the Atkmey shall report to the County, via the Cennnty Aft=y, any
reasonable potential for settierneat, including related segtlenunt costs and wrpa� the a sfinuded
chances of rho County prevailing on the nits and the
County not pmsrvail star the potential fwaDcasl aahovld the
Any other expectations and goals shall be are set forth in Exhibit A.
4. Attorney Fee (Sonny): Auoamey will be paid for his or her services based an the ntof bouts
expended an behalf of County (rounded to the naet+cot tm& hour for each time entry), not to include
tune billable to or con peeaaied by other clieeft multiplied by the Attotney's houdy rjAc as set forth in
"Th�it A. The following mammum billing torturers and time-keePar mquiremoeats are a
condition precedent to payment by the Coanrty.
41. Non-bEaNe thee+ Attaamey will bill County ady for time reasonably and
necessenily incutred to render profemional services on Comaty's behalf in accordance with this
Agceesta ML Time attributable to btiling questieaos is not billable. r=c vgwded by times 4wepers
who have not bean approved by County as indicated an Exhibit A is also not billable.
42. Champ to ho" isles: Attorney will d wge no more than the howdy rate quoted in
F-xbiblt A thnougbout the dwation of the matter, unless otherwise agreed in wntmg signed by
copy.
43. Dheounts to other Climb: The into Attorney will charge County represent the lowest
rat= chw8d by the same tim�cs to other clients. In the event that lower rates or diaeotmis are
pa+oVXW to otter dkn% A#omey and approved time -keepers will also provide them on the w=
basis to County.
2of14
W!)282351¢ MONROE COUNTY ATT 11:38:35 a.m. 03-13-2006 4 M5�
4A. Addidoaal tlme-lUpers: Additional time keepers may pat be added to the matbmr
without advance written approval fium County. In flan event dot motional time,keepers povifng
scavias wbkh arse ID be bffW to tba County are to be added to the staff then their hourly mhos shall be
provided tD County in ad non and. Won, win approval by the County, then rates and billing
I shall comply with the requirenumb of this Agreement. Additional time4wepen approved
by the County are listed in Fahildt A to this Apoement, and this ldhbk A may be amended from
time to timer, upon mutual agreement of the Cbuaty and the Attorney, to evidence the
circumstances.
4A Exk ft work prodmt: To the e—t the Attorney mattes use of existing work product,
e.&, in the fim of research previously pied for aoodw County, then Attorney may bill only
otherthat tune expended uatm may, e using that
vmrk bproduct for
Cow. In other v=dS, no pr�iu n% mad, or
County for time spent an wmk already performed.
4A. ZY avd: Travel restrictions, including restrictions on balling time during travel, arc
set South below.
S. Bfl ft of Fees mad Ramses: Attorney shall comply with the £ollawft forpnernaft as
t D balling fees and apnm as a condition precedent to Cour*'s obligation to pay each hill:
5.1. Monthly Ms: Unless offiervvim agreed in a writing signed by the Cory, bills shall be
issued mcaxdhly by Attorney within 15 days after the close of each month. A#iraney ands that
County requires prompt bills in part to f dlW to effective management of the represcata M. — and
fWL
S.Z. IM format: Attorney shall provide detailed, itemized bills which shall, at a
IM Damon' Provide a gmetal description of the matter, to include the name of the
County departineat or constiturt cnW officer, if not indicated m the title of to matter, for which legal
services are being Pied (e.g. Richard Roe v. Mmoo Cow► —EEO Clamp).
5= PasoaseL Clearly iderrdfy each person pig services (i.e., time laeepers) in
conpmction with each entry.
5.2.3 Other Persona. Cloudy identify all peumm who are not W-tie lawyers eanployed
by the AtbamWs fmp (including sub mbseWm indent conjWjoM temporary employees, and
outsou rcimg providers).
S.ZA TUC Records. Rocmd the time excpeaded by each timekeeper separately. In those
situations where the mummmm billing inraemmot emeada the actual time spent on a task and several of
these `Whxe" tasks are performed, it is exported that the services will be aggregnded until the total
actual time spent meets the m inimumn being incremem
S.Z.S Totab and By Task Stabs the amount of time expended by each time -keeper daily (and, within
each day, broken down by task when more than. one prnjed or task was worked upon within the same day).
5.2.6 Task Deseription. Descatbe within eaco6 ibemizod tarry task entry, in suffiuieat detail to readily
allow the County to determine the necessity for and reasonableness of the time expended, the services
3of14
IOS2023516. MONROECOUNTYATT 11:39:13a.m. 03-13-2006 5/15
performed, the prgcd or task each service relates to, the subject and purpose of each service, and the names of
others who were present or communicated wit in the course of pm*miog the =vim It eluded should be a
TOOM ably specift delineation of services suffrciendy itemized to allocate time within a matter to 'such
categories of effort as Legal Research, Fad Gathering hgemal Conftmc m and Cnumtantia 5 with
Client, Particular Document Drafting, Court Appearmwe, reposition Attendance, and so forth.
&17 9umm=7 of Rases. In a summary at the beginning or end of the bill, pwvWc the cu mcut hourly
race for each t nUAWee , the total time billed by each thno4w cpw in that bill, the pwdnct of the totes time and
hourly rate for each tuna -keeper, the total fees changed, and are reconciliation between the amount cbarged
and any applicable mod or budgeted amount by ft& In addition, each monthly should show the
aggregate billing for that matte: frnrn the cx>mmenorenerd of the matter through the Mrcudy-billed month.
5.2.8 DhOtWElectranie Copy. County is currently using Tune Mat bms and Time Billing software
in the County Atbomey's office, and prefers that an electm de reporting software, which can be inoanpotabad
WO the CWWs software data base for tracking and reporting purpose's be used by Attorney. Attorney
should discuss the capabilities of Att orney's billing system with County before rendering the fast brill.
County should receive a digital electrmc/computermed version of each bill, uMedw wd* a paper COPY, to
facilitate bill review.
53. Ems: County will Pay the actual, reasonable cost of the following expense items if incumed
in accordance with the guidelines below and promptly itemized in Attorney's monthly brill-.
53.1 Rmhnbw=bje expemm Actual cost foe necessary bong NWM telephone calls; teleoopying at
S 25 Per MAPing Peg4 ovemi& or expedited defivery. mem pbotocopying at &15 per page, poshq% court
fees, and other =paces a pwc d in advance by County or as listed below:
I&M. Exped1W or =Mgmcy services: Attorney is expected to avoid using expedited or
emergency services, such as express delivery servk*4 couriers, tdecopying, overtime, and so on, unless
teary because of u mcxpected or cAmely sbort dam, County may rcfaso to pay for any
such erases when in iffed routinely or becrose of Attomey's fail= to manage the matter efficiently.
53.12- Computerized research: Attorney is end to use eomput e&z d research services cost
effieadvely to zeduce time spot an mmmk for muple, while Olomly-MoniWring compuWe,,d research to
dud at the charges arc reasonable and necessary. Anomay a CIV= ed to pass do through
discormct or other that reduce the cost of computerized services. County �
5.3.13. PlrotoenPyInv Attorney is encomaged to use outside copying services to reduce the cost
Of large -volume copying, provided that these expenses are efcien% cost-efteetive, and incurred and billed
in accordance with this Agreement. Attorney is responsible for insuring thd all copying cxronplies with
copyright obligations.
53.1.4. Transcripts: Tnnx dpis should. not be Mdered without prior apprnval fmm
Traoscaipts should not be ordered on as expedited basis unless necessary and approved in advance �'
Anowey should obtain digital Clectronic%Oncputeriz�od copies of when available at a reasonable cost
to for tame or g pb, and t+O allow Colony m maintain a digital
database � hanscrk ts.
53.1.3 Trxvd : Travel expenses within the Attorneys local or metropolitan area will not
be naimbursed if the time spent in Liao - is billed 'hovel expenses vuWde the maopOlitan area my
only be
r+eimbrused if the travel was approved in advance by County. Reimbursable travel expenses, if approved in
4 of 14
+0!)2923518 MONROECOUNTYATT
11:40:08 a.m. 03-13-2006 6 /15
advance, the cost of itaneporti by the least eupenaive Practicable means (e.g., each class * travel),
the cost off rusonsble hotel acoeeaa�odatioss, and the cost of traospo�tio� wbrle out of sown (eg., by cab or
rental car, whichever seems reasonable, at the lowest available rate). Travel expenses will be reimbursed in
ac a RIMM with &a an the Mo applicable
Pm ow ft "approved ttnvelem" of the MaimCounty Coda, will be
County Travel Form with all applicable receipts attached &arm
5.31.61ysvd MkRe. Tmw spent in tnansit, locally or othatwWC6 may be billed only if (a) Attorney or
timekeeper is unable to avoid traveling by using other, foams of eemmmnication and (b) Atbomey or time-
k�r is unable to bill time in transit to other clients. Tn d by more than one time -beeper at the same time to
the same destination, is not allowed without prior approval fiom County. Approved travel time riming time-
laxpea'a nomval business hrotus will be billed at the hovtty rate listed for the time -keeper on A.
Approved travel time outside of timo4w pees normal business hour's will be billed at ono4Wf the hourly rate
listed for the timekeeper on Exhibit A.
53-L Non-rcimbursuble a xpeoses: The following expenses will in no event be raimbnrsable,
unless specifically agreed to in advance in a writing signed by County:
53.LL Pers real aid office Costs. Meals for
UM04MPM% Ovatilnev Word processing or computer
cliffm PaMMd . w% WMISCII that benetitiod other clients, expenses for books, of f temporary
employem panodicals or other h1my meta nwo, inbemal filrng or other document handling charges, clerical
stationary and othr supply expenses, jalbeg, and any other expense that is anther unreasonable or
unnecesmy. CIbe fact that the flan c wym other clients or that other fimrs charge their clients £err an eacpense
does not make it reasonable or necessary.)
53-U. Eiperla, COMINIUMb, support services, ontsourced services, erg Attorney is not authorized
to retain expects, additional Counsel, consultants, support services, or the h'ke, or io out source or delegate work
outsets `°llimmy's laver flan, without preor written approval by County Attorney will be respoesble for
selecting and managing the services of others so that their services sod expenses will be rendered in
socordeace with the teams of this Abut, including terms qFfiCWIV to Attorney. may, will man,8e
others to obtain cost effective services for County. Unless otherwise agreed in writing, Atto®oy► shall obtain a
written rotainer agreement, in a form which may be specified by County, firm each service provider, with
bills from each p being sent to both Attorney (for management purposes) and County (for review and
payment).
532J. Expenses not passed throb at acbwl cost. County will not pay any markup for
expenses. County will only reimburse the Attorney for their actual approved out-of-pocket costs and
expenses, whether, incurred personally by an approved time -keeper or incurred by other approved
personnel (such as experts, consultants, support services personnel, or outsourced services personnel).
5.3.2.4.OmIkead not charged to Comnty. 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.
5.33. Advance approval of expenses. In addition to the items noted above, Attorney shall
obtain M&ance approval fiom County before incurring any a in excess of $1,000.00 if Attorney
xP� to be reimbursed for that expense. County may refuse to pay any expense for which advance
approval was not obtained by Attorney.
53.4. Copies of rOoeipts 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.
5 of 14
102923516 . MONROE COUNTYATT 11:41:03 a.m. 03-13-2006 7115
S.M. Fapenses (and fees) after termination 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 expe eW 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.
SA BM- and ezpcnn doeumAnMtion. Attorney understands that Attorney must have
documentation to support all aspects of each bill, including fees and expenses, and must maintain that
documentstion until at least one year aRer the termination of the representation. This docomentodon shall
be made available by Attorney to County (or Cbunty's designated reprussetive, including an accounutant,
the County Clerk or County Clerk's representative, or legal bill anditor) upon Cou nty's written request.
Att nucy 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
eve 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
one additional year or, at the option of the County, delivered to the County for storage by the County,
with County responsible for pitying the actual cost of storage. This I I P II 11 - shall include, for
example, original time records, eacpense receipts, and documeIaiion supporting the amount charged by
Attorney for expense ita nis grated by the Attorney or his or her firm. County reserves the right not to
Pay any fee or wq mse item for which sufficient documeentetion or expense item for which sufficient
documentation is not available to determine whether the item was necessary and reasonable. Upon
prior written Agreement by the County. Attorney may provide the Iation in digital electronic
foam in Adobe Portable Document Format (PDF) or in Alchemy format in lieu of the manual
preservation requirements detailed above.
6. Payment terms: Attorneys request for payments and reimburses may be made in either the
Attorney's name or the name of the Attorney's law firm, as appropriate. Attorney bills contplying with
this Agreement are due and payable upon receipt. if the bill materially fails to comply with the
requirements of this Agreement. then it is not due and payable until its deficiencies are remedied by
Attomey. County is enttitled to a 1% prompt payment discount if a bill is paid within 15 days of receipt
by County or correction of deficiencies by Attorney, whichever is later, (or if the bill is satisfied by
funds held by Attorney, e.g., in a trust account). County shall not be liable for interest or other late
charges unless specifically agreed tom advance in a writing signed by County.
7. Budgets- Attorney will, within thirty (30) days after the effective date of this Agreement, prepare an
estimate or budget of the likely costs, by task, of this matter, including fees and expenses, and a plan for
bandling the matter. Attorney will update the budget and plan at least once every three months. In the
event that Attorney obtaims information indicating that the budget (or any line items) may be exceeded
by more than five percent, he or she will notify County of that immediately in a written statement
accompanying each bill, preferably in tabular form. Attorney will reconcile the budget with each
month's bill, e.g., by explaining whether the billed amounts, by task, are more or less thaw the amounts
budgeted. therefor. County shall have the right not to pay any amounts that are over budget or not
included within the bwcipL
S. StaitYng sad mutter management. Attorney has been retained specifically because Attorney,
personally, is understood by County to be able to handle this matter. Employment of additional
individuals, whether attorneys, paralegals, or others, who will bill time to County is not permitted
without the advance written approval of County.
6 of 14
W,S2923516. MONROE COUNTYATT 11:42:00 a.m. 03-13-2006 ails
8.1. Time -keeper changes. Changes in time -keepers, e.g., replacement of an attorney as well
as increases or decreases in the number of the time- keepers working on the subject matter of this
Agroement, must have the advance written approval of County. County expects to receive discounts or
other concessions so that any increases or changes in timekeepers will not result in unnecessary or
unreasonable charges to County, e.g., for training, internal conferences, and management.
8.2. Duplication of effort. Unless advance County approval is obtained, Attorney will not have
more than one time -keeper bill for court appearances, attendance at depositions and meeting, including
meetings with County repr+csentdnVs, and internal conferences. In the event that more than one person
attends, only the time of the person with the lowest rate will be billable. Attorney is not permitted to use
this matter to provide on the job training for a time -keeper, and bill for that time -keeper's services,
without County s advance approval.
8.3. Matter management. Attorney is responsible for managing the matter cost-effectively and
competently, e.g., by insuring that additional time -keepers are competent. properly supervised, efficient,
and in compliance with the terms of this Agreement as well as with ethical obligations.
U. Communications. County will expect that all communications between Attorney and
County will be reviewed by Attorney and that Attorney will serve as the point of contact for this matter,
including billing questions. The point of contact for this matter at County is the County Attorney or the
individual specifically identified in Exhibit A.
B.S. Case monitordng. County will be advised promptly by Attorney of all significant facts and
developments in the mattes so that County may mange the matter effectively and made informed
decisions about strategy, tactics, settlement, scheduling, costs, and other related matters. County will
Promptly receive firm Attorney copies of all orders, opinions, ply briefs, memoranda. (internal and
external), correspondence, and any other document material to the subject matter of tins Agreement,
such that the County will have a current, up -tea -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 electromacomputenzed form should be
provided in that form in lieu of paper copies. Additionally. Attorney may be required to submit, on a
monthly basis, a can 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.
8.6. Case eontroL Attorney shall discuss all significant issues of strategy and tactics, including
motions, discovery, pleadings, briefs, trial preparation, experts, and settlement, with County before
implementation. Attorney is expected to exercise independent professional judgment, but to implement
the decisions of County as expressed to the County by the County Attorney.
8.7. Attorney cooperation. Attorney will cooperate with County or County's representatives to
Promptly provide all information County requests or needs about fire subject matter of this Agreement
and Attorney's bills.
8.8. Comty cooperation. 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.
8.9. Temporary staff, delegation, ousourdmg. Attorney will not bill County for the time and
expenses of temporary employees, including so-called "Temps" or contract
afforneys or other staff from7 of 14
WS29235$6. MONROE COUNTYATT 11:42:54 a.m. 03-13-2006 0115
outside companies, nor "outsouree" or delegate work, nor charge for summer associates, law clerks, or
student. clerks, (collectively "temporary staff" even if not temporarily employed) without full advance
disclosure of the employee's temporary or short-term status to County, including disclosure of the
actual amount paid or to be paid to the individual. Unless County expressly agrees in writing to paying
additional amounts after full disclosure by Attorney, Attorney may not charge County more than the
actual cost paid by attornc y.
9. Confidentiality and public relations: Attorney is not authorized to waive or release any privilege or
other protection of information — confidential, secret, or otherwise — obtained from or on behalf of
County. Attorney is to keep all confidential, privileged, or secret information confidential. This
requirement is perpetual, i.e., it will continue even after the termination of the relationship and this
Aft This requirement is also intended to prohibit Attorney from using information obtained
from or on behalf of County, including work product prepared at County's expense, for other client's of
Attorney or his or her firm, without County's advance written approval. Attorney is not authorized to
identify County as a County, e.g., for purposes of marketing or advertising, without County's prior
approval. Upon termination of the representation. Attorney agrees to return promptly all information
obtained from or on behalf of County to County. Attorney is not authorized to communicate with the
public, including the press, about County or this matter without the advance approval of County.
10. Ownership of Attorney Men and work product: Attorney understands that all files and work
product prepared by Attorney or his or her firm at the expense of County (or for which County is
otherwise billed) is the property of County. Without County's prior written approval, this work product
may not be used by Attorney or his or her fine nor disclosed by Attorney or his or her firm to others,
except in the normal course of Attorney's representation of County in this matter. Attorney agrees that
County owns all rights, including copyrights, to materials prepared by County or by Attorney on behalf
of County. Attorney shall notify County in writing at least 60 days in advance of destroying any such
records and, in the event that County requests that they be preserved, shall preserve them at least one -
additional year (with County responsible for paying the actual. cost of storage). Attorney shall provide
County with prompt access to (including the ability to make copies of) all attorney files and work
product, regardless of whether the representation or matter is ongoing and whether attorney fees and
expenses have been paid in full.
11. Dispute resolution: Attorney and County agree that all disputes regarding Attwney's fees or
expenses are to be resolved pursuant to the procedures and practices for mediation by the Attorney
Consumer Assistance Program of the Florida Bar.
12. Governing law, modification of this Agreement, entire agreement This Agreement is to be
interpreted in accordance with the laws of Florida and with the ethical requinment4 of that jurisdiction.
The Agreement may not be modified in any way without the express, written agreement of both parties.
This represents the entire agreement of the parties.
13. Monroe County Code Ethnics Provisions: This provision is found in Section 18.8 below.
14. Time Keeper Defined: As used In this Agreement, the term "time keeper" shell include Attorney
and other attorneys and individuals identified in Exhibit A who will be providing services under this
Agreement and who will bill the County for their services in accordance with this Agreement.
15. Methods of Approval and Consent By County: Any consents or approvals required by this
Agreement to be made by the County shall, unless the context expressly status otherwise, be made by
the County Attorney or an authorized Assistant County Attorney in written form, to include but not
8 of 14
-0529235$6• MONROE COUNTYATT 11:43:50 a.m. 03-13-2006 10 /15� ^�
limited to band -written. typed, or printed notes, electronic mail, letters, or f mmile transmissions.
16. Florida Governmeniin-the-Sunshine Law: Attorney agrees that, unless specifically exempted or
excepted by Florida law, the provisions of Chapter 120, Florida Statutes, generally require frill 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 Sumsbins law fi.0m time
to time Ganc4=ingspecificcftc Wances that may arise during the teffi of this Agreement.
17. Florida Public Records Law: Attorney agrees that, unless specifically exempted or excepted by
Florida law or Rules and Regulations of The Florida Bar, the provisions of Chapter 119, Florida
Statutes, generally require public access to all records and documents which may be made or received
under this Agreement. Attorney agrees to consult with the County Attorneys office concerning the
application of the Public Records Law from time to time concerning specific circumstances that may
arise during the term of this Agreement.
18. Cotmty's Standard Contlrmet Terms:
18.1 No Assignments. Without the prior written consent from the County, Attorney shall not
assign or transfer this Agreement
18.2 Entire Agreement. The entire agreement between the County and Attorney with respect
to the subject matter hereof is contained in this Agreement. This Agreement supersedes all prior oral
and written proposals and communications between the County and Attorney related to this
Agreement. No provision of this Agreement shall be deemed waived, amended or modified by either
patty 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.
18.3 Sevembitity. If a term, covenant, condition or provision of this Agreement shall be
declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining
terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each
remaining term, covenant, condition and provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms,
covenants, conditions and provision of this Agreement would prevent the accomplishment of the
original intent of this Agreement. The County and Attorney agree to reform the Agreement to replace
any stricken provision with a valid provision that comes as close as possible to the intent of the stricken
provision.
18A Captions. The captions set forth herein are for convenience of reference only and shall not
define, modify, or limit any of the terms hereof.
18.3 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.
18.5.1 Conflicts in interpretation. The County and Attorney agree that, in the event of
conflicting interpretations of the terms or a term of this Agreement by or between them, the final
interpretation by the County shall apply.
9 of 14
:M2923516 MONR0GCOUNTYATT 11:44:32a.m. 03-13-2006 {—l-
II/Is
18.S.2 Adjndieatioa of Disputes and Dlsawwanents. The County and Attorney agree that all
disputes and disagreements between them shall be attempted to be resolved by a meet and confer
session between representatives of the County and Attorney. If the issue or issues am still not resolved
to the satisfaction of both parties within 30 days after the meet and confer session, thaw either shall have
the right to seek such relief as may be provided by this Agreement or by Florida law.
18.53 Cooperation. In the event any administrative or legal proceeding is instituted against
either the County or Attorney relating to the formation, execution, performance, or breach of this
Agreement, the County and Attorney each agree to participate, to the extent required by the other, in all
PrOceedinim ,� hearings. . meetings, and other activities related to the substance of this
AgeemenL arbitration proceedings related tounty and this Agreement each agree that neither shall be required to ear into any
reement or any Attachment or Addendum to this Agreement.
18.S.4 Leal Obligations and Responsibilities; Non -delegation of Constitntional or
Statutory Duties. This Agreement is not intended to relieve, nor shall it be construed as reHeving,
either the County or Attorney 8rom any obligation or responsibility imposed upon each by law except
to the extent of actual and timely performance thereof by the other, in which case the performance may
be offered in satisfaction of the obligation or responsibility. Further this Agreement is not intended to
authorize, nor shall it be construed as authorizing, the delegation of the constitutional or statutory
duties of the County, mrcept to the extent pitted by the Florida Constitution, state statutes, case law,
and, SPOOfcally, the provisions of Chapter 125, Florida Statutes.
18.6 Attorney's Fees and Costs. In the event any administrative proceeding or cause of action
is initiated or defended by the County or Anomey relative to the enforcement or interpretation of this
Agreement, the prevailing party shall be entitled to an award of reasonable attorneys fees, roust costs,
investigative, and curt -of -pocket expenses, as an award against the non prevailing party, and shall
include reasonable attorneys fees, court costs, investigative. and Out-of-pocket expenses in appellate
Proceedings. Mediation proceedings initiated and conducted pursuant to this
be
required by a court of competent jurisdiction shall be conducted in accordance with the Florida Ror as ules Of Civil Procedure and usual and customary, Mwed� required by the circuit court of Monroe
County.
M7 Records. Attorney shall maintain all books, records, and documents
dicey pent to Performanceunder this Agreement, including the documents referred to in Sections 5.4 and 10 of this Agreement, in accordance with generally accepted accounting principles, consistently applied. Upon ten
(10) business days written notice to the other, representatives of either the County or Attorney shall
have access, at all reasonable times, to all the other party's books, records, correspondence.
rxeip, vouchers and memoranda (excluding computer software) Pig to work
Agreetsment for the purpose of conducting a complete independent fiscal audit. Attu
records required to be kept under this Agreement for a minimum of $ve �Y shall retain all
years after the termination of this agreement Attorneyshall Yam, and for at least four
document the performance of the agreement and P such records as are necessary to
at the request of the Co s � and Bzve access to these records
nnty, the State of Florida.or authorized agents and mptasented of said
government bodies. It is the responsibility of Attorney to maintain appropriate records to insure a
Proem accounting of all collections and remittances. Attorney shall be responsible for repayment of any
and all audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk
and Court % emus County, the Board of County Commissitatives.oners for Monroe Coumy, or their agents
I&M Public Access. The County and Attorney shall allow and permit reasonable access to
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MU923516 MONROE COUNTY ATT 11:45:27 a.m. 03-13-2006 12115
and inspection of, all documents, papers, letters, or other materials subject to the Florida Public Records
Law, as provided in. Chapter 119, Florida Statutes, and made or received by the them, unless
specifically exempted by State Statute, Rules and Regulations of The Florida Bar, or case law. County
shall have the right to cancel this agreement upon violation of this provision by Attorney.
19.8 Monroe County Code Ethics Provision. Attorney warrants that he has not employed,
retained or otherwise had act on his behalf any former County officer, or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of
Ordinance No. 10 1990, For breach or violation of this provision the County may, at its discretion,
terminate this Agreement without liability and may also, at its discretion, deduct from the sums owed
under the Agreement, or otherwise recover, the fill amount of any fee, commission, page, girt, 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, misuse of public position, conflicting employment or contractual
relationship, and disclosure of certain information.
189 Authority. Attorney warrants that he and the authorized time keepers are authorized by
law and the Rules and Regulations of The Florida Bar to engage m the performance of the activities
encompassed by this Agreement. If Attorney is a member of a law firm, either as partner, shareholder,
associate, or other relationship. Attorney warrants that he is Authorized to enter into this Agreement
by Attorney's lawfrm.
18.10 Public Entity Crime Statement. Florida law provides that person or affiliate who has
been placed on the convicted vendor list following a conviction for public entity crime may not submit
a bid on an agreement to provide any goods or services to a public entity, may not submit a bid on a
agreement with a public entity for the construction or repair of a public building or public work, may -
not submit bids on lenses of real property to public entity. may not be awarded or perform work as a
contractor, supplier, sub contractor, or consultant under a agreement with any public entity, and may
not transact business with any public entity in excess of the threshold amount provided in Section
287.017, for CATEGORY TWO for a period of 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.
18.11 Anti-li ickbach. Attorney warrants that no person has been employed or retained to solicit
or series this Agreement upon any contract or understanding for a commission, percentage, brokerage
or contingent fee, and that no employee or officer of the County bas any interest, financially or
otherwise, in this Agreement, except as expressly stated herein. For breach or violation of this warreaty,
the County shall have the right to anal this agreement without liability or, in its discretion, to deduct
any sums to be paid by County under this Agreement, or otherwise recover, the full amount of such
commission, percentage, brokerage or contingent fee.
18.12 Modifications and Amendments. Any and all modiScations of the terms of this
agreement shall only be amended in writing and executed by the Board of County Commissioners for
Monroe County and by Attorney.
18.13 Independent Contractor. At all times and for all purposes hereunder, Attorney is an
independent contractor and not an employee of the Board of County Commissioners of Monroe County.
No statement contained in this Agreememt shall be construed so as to find Attorney or any of the
authorized time keepers, to be the employees of the Board of County Commissioners of Monroe
11 of 14
kn!i2923516' MONROE COUNTY ATT 11:46:19 a.m. 03-13-2006 13115
County, and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe
County-
18.14 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 Aft, including those now in effect and hereof er adopted. Any violation of said
statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall
entitle the County to terminate this Agreement immediately upon delivery of written notice of
termination to Attorney.
1819 Licensing and Permits. Attorney warrants that Attorney shall have, prior to
commencement of work under this agreement and at all times during said work, all required licenses
and per nits whether federal, state. County or City.
18.16 Non -Discrimination. AU=ey shall not discriminate, in its employment practices and in
providing services hereunder, on the basis of race, color, sex, religion, disability, national origin,
ancestry, sexual orientation, gender identify or expression, familial status, or age, and shall abide by all
federal and state laws ceding non-discrimination. Upon a determination by a court of c=petent
jurisdiction that such discrimination has occurred, this Agreement automatically terminates without any
further action by the County, effective the date of the court order. Attorney is aware of the provisions of
Section 13-101 through 13-106, Monroe County Code, relating to non-discrimination, and agrees to
abide by the Code's nondiscrimination requirements.
1L17 Claims for State or Federal Aid The County and Attorney agree that each shall be, and is,
empowered to apply fur, seek, and obtain federal and state finds to further the purpose of this Agreement
provided that all applications, requests. grant proposals, and finding solicitations by Attorney shall be
approved by the County prior to submission. -
18.18 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 entiltlemno s 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.
1L19 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.
18.20 Signatures of Parties Requ k*& This Agreement shell not be effective until executed by
both County and Attorney and received in final executed form by an authorized representative of
County.
18.21 County Authority. This Agreement has been at a duly noticed and legally held public
meeting conducted in Monroe County, Florida.
18.22 No Personal Lisbillty. 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,
12 of 14
INQ923546- MONROECOUNTYATT 11:47:01 a.m. 03-13-2006 14/15
agent or employee of the Board Of County Commissioners of Monroe County shall be liable personally
on this Agreement or be subject to any personal liability or accountability by reason of the execution of
this Agreement.
13,23 Execution in Counterparts. This Agreement may be executed in any number of
coeach of which shall be regarded as an original, all of which taken together shall constitute
one and the same instrument and the County and Attorney may execute this Agreement by signing
any such counterpart.
THIS AGREEMENT has been signed and executed by the Board of County Commissioners of
Monroe County, Florida, and has been signed and executed by Attorney, on the dates indicated below,
and shall be retroactive to, and effective as of, February i . 2006.
' ,N-
Clerk
•\,.••yet � N
Clerk
Date: *a
Witnesses:
Signature
Board of Coun Commissioners
Of Monroe C
Charles "Sonny" UcCoy, Mayor
Date: 0311:5 A. o L
MA& Mu rn j J
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Address:
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Signature TelephoneNumber.
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cc: COUNTY ATTORNEY
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13 of 14
T)-.32923546' MONROE COUNTYATT 11:47:19 a.m. 03-13-2006 15 /15
MONROE COUNTY, FLORIDA AGREEMENT NUMBER: STANDARD
LEGAL SERVICES AGREEMENT (LITIGATION)
Matter Identification:
Attorney will research and advise the County on the feasibility of the imposition of work force
housing mitigation fee on new development; and the drafting of an ordinance if appropriate to
assist in the regulation of new development by mitigating the escalation of work- force housing
needs within the County resulting from the property uses contemplated in new development.
This Agreement does not include fees associated with valuation of bonds secured by the
mitigation fee. If it is determined that bond valuation is required another fee agreement will be
negotiated and brought back to the Commission for Board approval.
References:
3.2: Limitations to Scope of Representation:
Attorney si:all not engage in litigation activities or administrative proceedings without prior wiiU=
consent of the County Attomey's Office. The Attaraey may bite a consultant to perform necessary
empirical evaluations supporting said mitigation fie, the eonsultent's fees are included in the total fee Ao"
under this Agreement. Me tnW_ fens u_rma to be humd im& Ab A
Thousand Dollars ($Ss&M. AAC.% gows}j_ Fvc
?s _
3A County Ezpedations and goals:
To seek ways to assist in the acquisition of work force
housing m the Florida Keys
4.: Attorney's Hourly Fee Rate:
Robert Nabors $200.00 per hour
4.4: Approved Additional Time Keepers:
Name: Hourly Rate:
Mark Mustian $200.00
Heathen' Eucinosa $200.00
David Tucker $165.00
Christine Seam (Law Clerk) $75.00
8.4:,QPM"Pq* of Contact: County Attorney
A IOE COUNTY ATTORNEY
APPROVED AS T
FORM:
NATILEENE yy CASSEL
AS t AN COUNTY ATTORNEY
Date
14 of 14
BOARD OF CO COMUSSWNERS
OF MOAIBOE CO , FLORIDA
By:
Mayor Charl s "Sonny" McCoy
COUNTY ATTORNEY
Date:
L
AGREEMENT BETWEEN MONROE COUNTY AND
NABORS, GIBLIN & NICKERSON, P.A.
RELATED TO UTILITIES, STORM WATER AND WASTEWATER ISSUES
THIS AGREEMENT, made and entered into this day of hroMkr2006, A.D., by and
between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA
("COUNTY"), a political subdivision of the State of Florida whose address is 1100 Simonton
Street, Key West, Florida 33040, and, Nabors, Giblin & Nickerson, P.A., ("ATTORNEY"), a
professional Association licensed in the State of Florida, hereby enter into this Agreement regarding
the retention of ATTORNEY by COUNTY to provide legal advice and services.
NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein,
the parties agree as follows:
1. THE CLIENT
The Client is the COUNTY, and to the extent ethically permissible, it's elected and appointed
officers and its employees, unless COUNTY advises ATTORNEY otherwise.
2. THE ATTORNEY
ATTORNEY is the individual or professional association named above and whose legally authorized
signature appears at the bottom of this Agreement. ATTORNEY is licensed to practice law in all
jurisdictions relevant to this matter. ATTORNEY has been retained specifically because
ATTORNEY is understood by COUNTY to be able to handle this matter. If ATTORNEY
practices with others who may also provide services to COUNTY, he or she understands that
COUNTY expects that ATTORNEY will be responsible for managing the representation, assuring
compliance of others with the terms of this Agreement and ethical requirements, preparing and
substantiating all bills, and communicating with COUNTY. ATTORNEY may not delegate or
outsource this work without full written disclosure to, and prior written approval from, the COUNTY.
3. TERM OF AGREEMENT
This Agreement and representation by ATTORNEY is effective upon execution by ATTORNEY
and acceptance and approval by COUNTY in accordance with COUNTY'S policies, ordinances,
or governing statutes. The representation shall continue until terminated by either the COUNTY,
or by the ATTORNEY in accordance with ethical requirements and/or the terms of this
Agreement.
4. SCOPE OF THE WORK
ATTORNEY shall provide legal services and advice to COUNTY regarding utilities, storm water
and waste water issues. ATTORNEY will be assigned new matters by the COUNTY
ATTORNEY from time to time during the term of the agreement, those matters shall be included
under this Agreement when assigned by the COUNTY Attorney in writing and accepted in
writing by ATTORNEY and the Clerk of Court is notified in writing of the addition of the matter.
The new matter shall be given a new name and the matter shall be billed under that name.
4.1 Professional abili1y to perform work ppl2ointment of contract mans er
ATTORNEY warrants that he or she is authorized by law to engage in the performance of the
activities herein described, subject to the terms and conditions set forth in these contract
documents. ATTORNEY shall designate an individual attorney to be the contract manager for
each matter and the contract manager shall at all times exercise independent, professional
judgment and shall assume professional responsibility for the services to be provided.
ATTORNEY warrants that he or she and the authorized time keepers are authorized by law and
the Rules and Regulations of The Florida Bar to engage in the performance of the activities
encompassed by this Agreement. If ATTORNEY is a member of a law firm, either as partner,
shareholder, associate, or other relationship, ATTORNEY warrants that he or she is authorized to
enter into this Agreement by the law firm.
4.2 Manaaement of time keepers
ATTORNEY is responsible for managing the matter cost-effectively and competently, e.g., by
insuring that additional time -keepers are competent, properly supervised, efficient, and in
compliance with the terms of this Agreement as well as with ethical obligations.
5. REVIEW OF ETHICAL OBLIGATIONS AND POTENTIAL CONFLICTS OF
INTEREST BEFORE INITIATING REPRESENTATION
ATTORNEY has conducted a thorough investigation and determined that neither ATTORNEY nor his
or her firm has any ethical impediment, real or potential, including but not limited to conflicts of
interest, to representing COUNTY. To the extent that any ethical impediment, real or potential, is
discovered or ever arises, ATTORNEY shall immediately inform COUNTY in writing of the
impediment (regardless of whether ATTORNEY believes he or she has taken all steps necessary to
avoid the impediment and regardless of whether ATTORNEY believes that the impediment is
insubstantial or questionable), make full disclosure of the situation to COUNTY, obtain COUNTY'S
express, written consent to continue the representation of the other client, and take all steps requested by
COUNTY to avoid or mitigate the impediment. ATTORNEY understands that, if a direct or indirect
conflict of interest arises which, in the opinion of the COUNTY, cannot be avoided or mitigated
under the Rules of Professional Conduct of The Florida Bar, COUNTY may, in its discretion, (a) obtain
reimbursement from ATTORNEY for all fees and expenses paid to ATTORNEY in this matter; (b)
obtain cancellation of all amounts allegedly owed by COUNTY to ATTORNEY; and (c) obtain
reimbursement for consequential expenses incurred by COUNTY, including the cost of replacement
counsel.
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.
6.1 ATTORNEY Fee (Hourly)
ATTORNEY will be paid for his or her services based on the number of hours expended on
behalf of COUNTY (rounded to the nearest tenth hour for each time entry), not to include time
billable to or compensated by other clients, multiplied by the ATTORNEYS hourly rate. The
following minimum billing documentation and time -keeper requirements are a condition
precedent to payment by the COUNTY.
6.2. Non -billable time
ATTORNEY will bill COUNTY only for time reasonably and necessarily incurred to render
professional services on COUNTY'S behalf in accordance with this Agreement. Time attributable
to billing questions is not billable. Time expended by time -keepers who have not been approved
by COUNTY is also not billable.
6.3. Hourly Rates, and Changes to hourly rates
Hourly rates for ATTORNEY and additional Timekeepers will be set at:
Approved Time Keepers:
Name:
14ourl Rate:
Robert Nabors
$225.00
MarX.Mustian
$225.00
Gregory T. Stewart
$225.00
Marlene Stern
$200.00
Heather Encinosa
$225.00
David Tucker
$200.00
Harry Chiles
$225.00
Brian Armstrong
$225.00
Kyle Kemper
$200.00
Crystalyn Carey
$200.00
Law Clerk
$75.00
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 Agreement.
6.4. Discounts to other Clients
The rates ATTORNEY will charge COUNTY represent the lowest rates charged by the same
time -keepers to other clients. In the event that lower rates or discounts are provided to other
clients, ATTORNEY and approved time -keepers will also provide them on the same basis to
COUNTY.
6.5. Time keepers
As used in this Agreement, the term "time keeper" shall include ATTORNEY and other
ATTORNEYS and individuals identified in paragraph 63 of this Agreement who will be
providing services under this Agreement and who will bill the COUNTY for their services in
accordance with this Agreement.
6.51. Duplication of effort
Unless advance COUNTY approval is obtained, ATTORNEY will not have more than one time-
keeper bill for court appearances, attendance at depositions and meetings, including meetings
with COUNTY representatives, and internal conferences. In the event that more than one person
attends, only the time of the person with the lowest rate will be billable. ATTORNEY is not
permitted to use this matter to provide on the job training for a time -keeper, and bill for that time -
keeper's services, without COUNTY'S advance approval.
6.5.2. Time -keeper changes
Time -keepers approved by the COUNTY are listed in paragraph 6.3 of this Agreement, and may be
amended from time to time, upon mutual agreement of the COUNTY and the ATTORNEY, to
evidence the then -current circumstances. Additional time -keepers may not be added to the matter
without advance written approval from COUNTY. In the event that additional time -keepers providing
services which are to be billed to COUNTY are to be added to the staff, then their hourly rates shall be
provided to COUNTY in advance, and, upon written approval by the COUNTY, their rates and billing
practices shall comply with the requirements of this Agreement. 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.
6.6. Existing_ work product
To the extent the ATTORNEY makes use of existing work product, e.g., in the form of research
previously performed for another client, then ATTORNEY shall bill only that time expended in
using that work product for COUNTY. In other words, no premium, markup, or other adjustment
shall be made to COUNTY bill for time spent on work already performed.
7. BILLING OF FEES AND EXPENSES
ATTORNEY shall comply with the following requirements as to billing fees and expenses as a
condition precedent to COUNTY' S obligation to pay each bill:
7.1. Monthly bills
Unless otherwise agreed in a writing signed by the COUNTY, bills shall be issued monthly by
ATTORNEY within fifteen (15) days after the close of each month. ATTORNEY understands
that COUNTY requires prompt bills in part to facilitate effective management of the
representation and fees.
7.2. Bill format
ATTORNEY shall provide detailed, itemized bills which shall, at a minimum:
7.2.1 Description
Provide a general description of the matter, to include the name of the COUNTY department or
constitutional officer, if not indicated in the title of the matter, for which legal services are being
performed (e.g. Richard Roe v. Monroe County —EEO Claim); a description of the work
performed in enough detail so that each item is distinguishable from other listed items and
sufficient to allow COUNTY to determine the necessity for and reasonableness of the time
expended, the services performed, the project or task each service relates to, the subject and
purpose of each service, and the names of others who were present or communicated with in the
course of performing the service. For example, simply the word "research" is not acceptable,
more detail about the type of research and what was determined by the research is necessary.
7.2.2 Personnel
Clearly identify each timekeeper performing services in conjunction with each entry. Clearly
identify all persons who are not full-time lawyers employed by the ATTORNEY'S firm
(including paralegals, employees of ATTORNEY with their titles, subcontractors, independent
contractors, temporary employees, and outsourcing providers). Personnel 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.
7.2.4 Totals and By Task
State the amount of time expended by each time -keeper broken down for each task.
7.2.5 Summary of Rates
In a summary at the beginning or end of the bill, provide the current hourly rate for each time-
keeper, the total time billed by each time -keeper in that bill, the product of the total time and
hourly rate for each time -keeper, the total fees charged, and are reconciliation between the
amount charged and 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.
7.3. Expenses
COUNTY will pay the actual, reasonable cost of the following expense items if incurred in
accordance with the guidelines below and promptly itemized in ATTORNEY'S monthly bill:
7.3.1 Reimbursable expenses
Actual cost for necessary long distance telephone calls, telecopying at $.25 per outgoing page,
overnight or expedited delivery, couriers, photocopying at $.15 per page, postage, court fees, and
other expenses approved in advance by COUNTY or as listed below:
7.3.1.1. Expedited or emergency services
ATTORNEY is expected to avoid using expedited or emergency services, such as express
delivery services, couriers, telecopying, overtime, and so on, unless necessary because of
unexpected developments or extremely short deadlines. COUNTY may refuse to pay for any such
expenses when incurred routinely or because of ATTORNEY' S failure to manage the matter
efficiently.
7.3.1.2. Computerized research
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.
7.3.1.3. Photocopying
ATTORNEY is encouraged to use outside copying services to reduce the cost of large -volume
copying, provided that these expenses are efficient, cost-effective, and incurred and billed in
accordance with this Agreement. ATTORNEY is responsible for insuring that all copying
complies with copyright obligations.
7.3.1.4. Transcripts
Transcripts should not be ordered 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 digital electronic/computerized database of all transcripts.
7.3.1.5 Travel Expenses
Travel expenses within the ATTORNEYS local or metropolitan area will not be reimbursed and
time in transit is not billable. Travel expenses outside the metropolitan area may only be
reimbursed if the travel was approved in advance by COUNTY. Reimbursable travel expenses, if
approved in advance, are the cost of transportation by the least expensive practicable means (e.g.,
coach class air travel), the cost of reasonable hotel accommodations, and the cost of
transportation while out of town (e.g., by cab or rental car, whichever seems reasonable, at the
lowest available rate). Travel expenses will be reimbursed in accordance with the applicable
provisions of Florida Statute 112.321 and of the Monroe County Code for "approved travelers"
and shall be summarized on the Monroe County Travel Form by ATTORNEY with all applicable
receipts attached thereto.
7.3.1.6 Travel Time
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 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 not allowed without prior approval from COUNTY.
7.3.2. Non -reimbursable ex enses
The following expenses will in no event be reimbursable without prior written approval by
County Attorney and approval by the Board of County Commissioners:
7.3.2.1. Personal and Office Costs
Meals for time -keepers not related to travel, overtime, word processing or computer charges,
personal expenses, expenses that benefited other clients, expenses for books, costs of temporary
employees, periodicals or other library materials, internal filing or other document handling
charges, clerical expenses, stationery and other supply expenses, utilities, and any other expense
that is either unreasonable or unnecessary. (The fact that ATTORNEY charges other clients or
that other firms charge their clients for an expense does not make it reasonable or necessary under
this Agreement.)
7.3.2.2. Experts, consultants, support services outsourced services, etc.
ATTORNEY is not authorized to retain experts, additional counsel, consultants, support services,
or the like, or to out source or delegate work outside ATTORNEY'S law firm, without prior
written approval by County Attorney and approval by the Board of County Commissioners. if
agreed to ATTORNEY will be responsible for selecting and managing the services of others so
that their services and expenses will be rendered in accordance with the terms of this Agreement,
including terms applicable to ATTORNEY. ATTORNEY will manage others to obtain cost
effective services for COUNTY. Unless otherwise agreed in writing, ATTORNEY shall obtain a
written retainer agreement, in a form which may be specified by COUNTY, from each service
provider, with bills from each provider being sent to both ATTORNEY and COUNTY.
7.3.2.3 Temporary Staffin
ATTORNEY will not bill COUNTY for the time and expenses of temporary employees,
including so-called "Temps" or contract ATTORNEYS or other staff from outside companies,
nor "outsource" or delegate work, nor charge for summer associates, law clerks, or Student
clerks, (collectively "temporary staff' even if not temporarily employed) without full advance
disclosure of the employee's temporary or short-term status to COUNTY, including disclosure of
the actual amount paid or to be paid to the individual. Unless COUNTY expressly agrees in
writing to paying additional amounts after full disclosure by ATTORNEY, ATTORNEY may not
charge COUNTY more than the actual cost paid by ATTORNEY.
7.3.2.4. Expenses not passed through at actual cost
COUNTY will not pay any markup for expenses. COUNTY will only reimburse the
ATTORNEY for their actual approved out-of-pocket costs and expenses, whether incurred
personally by an approved time -keeper or incurred by other approved personnel (such as experts,
consultants, support services personnel, or outsourced services personnel).
7.3.2.5. Overhead not charged to Cougty
COUNTY will not pay for any "expense" items that are in fact part of ATTORNEY'S overhead
which should be included within ATTORNEY'S fee, the determination of which expenses fall
into this category are strictly within the discretion of the COUNTY.
7.3.3. Advance approval of expenses
In addition to the items noted above, ATTORNEY shall obtain advance approval from COUNTY
before incurring any expense in excess of $1,000.00 if ATTORNEY expects to be reimbursed for
that expense. COUNTY may refuse to pay any expense for which advance approval was not
obtained by ATTORNEY.
7.3.4. Copies of receipts for ex enses
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. Ex enses and fees after termination
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 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 the COUNTY, delivered to the COUNTY for storage by the COUNTY, with
COUNTY responsible for paying the actual cost of storage. This documentation shall include, for
example, original time records, expense receipts, and documentation supporting the amount
charged by ATTORNEY for expense items generated by ATTORNEY or his or her firm.
COUNTY 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.
8. PAYMENT TERMS
ATTORNEY'S request for payments and reimbursements may be made in either the
ATTORNEY'S name or the name of the ATTORNEY'S law firm, as appropriate. ATTORNEY
bills complying with this Agreement are due and payable according to the Prompt Payment Act.
If the bill materially fails to comply with the requirements of this Agreement, then it is not due
and payable until its deficiencies are remedied by ATTORNEY.
9. MATTER MANAGEMENT
COUNTY will expect that all communications between ATTORNEY, and additional time
keepers, and COUNTY will be reviewed by ATTORNEY and that ATTORNEY will serve as the
point of contact for this matter, including billing questions.
9.1. Case monitoring
COUNTY will be advised promptly by ATTORNEY of all significant facts and developments in
the matter so that COUNTY may manage the matter effectively and make informed decisions
about strategy, tactics, settlement, scheduling, costs, and other related matters. COUNTY will
promptly receive from ATTORNEY copies of all orders, opinions, pleadings, briefs, memoranda
(internal and external), correspondence, and any other document material to the subject matter of
this Agreement, such that the COUNTY will have a current, up-to-date, "mirror" copy of the
COUNTY'S file maintained by ATTORNEY. For discovery materials or exhibits that are
lengthy, ATTORNEY should discuss them with COUNTY before providing a copy. Documents
available in digital electronic/computerized form should be provided in that form in lieu of paper
copies, if requested by County. Additionally, ATTORNEY may be required to submit, on a
monthly basis, a case status and progress report to be submitted to the Board of COUNTY
Commissioners. The format of the report shall be in the form required by the COUNTY
ATTORNEY.
9.2. Case control
ATTORNEY shall discuss all significant issues of strategy and tactics, including motions,
discovery, pleadings, briefs, trial preparation, experts, and settlement, with COUNTY before
implementation. ATTORNEY is expected to exercise independent professional judgment.
9.3. ATTORNEY cooperation
ATTORNEY will cooperate with COUNTY or COUNTY'S representatives to promptly provide
all information COUNTY requests or needs about the subject matter of this Agreement and
ATTORNEY' S bills and handling of the matter.
9.4. COUNTY cooperation
ATTORNEY should consult with COUNTY about all opportunities for COUNTY to save money
or make use of COUNTY'S expertise to assist in, e.g., responding to discovery, preparing for
trial, locating experts, and the like. COUNTY may also have personnel and facilities available to
reduce the expenses related to the subject matter of this Agreement.
10. CONFIDENTIALITY AND PUBLIC RELATIONS
ATTORNEY is not authorized to waive or release any privilege or other protection of
information — confidential, secret, or otherwise -- obtained from or on behalf of COUNTY.
ATTORNEY is to keep all confidential, privileged, or secret information confidential. This
requirement is perpetual, i.e., it will continue even after the termination of the relationship and
this Agreement.
10.1 Prohibition against use of information
This requirement is also intended to prohibit ATTORNEY from using information obtained from
or on behalf of COUNTY, including work product prepared at COUNTY'S expense, for other
client's of ATTORNEY or his or her firm, without COUNTY'S advance written approval.
10.2 No use of County for marketing purposes
ATTORNEY is not authorized to identify COUNTY as a COUNTY, e.g., for purposes of
marketing or advertising, without COUNTY'S prior approval.
11. OWNERSHIP OF ATTORNEY FILES AND WORK PRODUCT
ATTORNEY understands that all files and work product prepared by ATTORNEY or his or her
firm at the expense of COUNTY (or for which COUNTY is otherwise billed) is the property of
COUNTY. Without COUNTY'S prior written approval, this work product may not be used by
ATTORNEY or his or her firm nor disclosed by ATTORNEY or his or her firm to others, except
in the normal course of ATTORNEY'S representation of COUNTY in this matter. ATTORNEY
agrees that COUNTY owns all rights, including copyrights, to materials prepared by COUNTY
or by ATTORNEY on behalf of COUNTY. ATTORNEY shall notify COUNTY in writing at
least 60 days in advance of destroying any such records and, in the event that COUNTY requests
that they be preserved, shall preserve them at least one additional year (with COUNTY
responsible for paying the actual cost of storage). ATTORNEY shall provide COUNTY with
prompt access to (including the ability to make copies of) all ATTORNEY files and work
product, regardless of whether the representation or matter is ongoing and whether ATTORNEY
fees and expenses have been paid in full.
12. DISPUTE RESOLUTION
ATTORNEY and COUNTY agree that if a dispute arises between them that neither shall be
required to enter into any arbitration proceedings related to this Agreement
12.1. Disputes regarding Attorney fees or ex enses
ATTORNEY and COUNTY agree that all disputes regarding ATTORNEY'S fees or expenses
are to be resolved pursuant to the procedures and practices for mediation by the Attorney
Consumer Assistance Program of the Florida Bar.
12.2. Disputes regarding interpretation
COUNTY and ATTORNEY agree that all disputes and disagreements between them regarding
interpretation of the Agreement shall be attempted to be resolved by a meet and confer session
between representatives of COUNTY and ATTORNEY. If the issue or issues are still not
resolved to the satisfaction of both within thirty (30) days after the meet and confer session, then
either shall have the right to terminate the Agreement upon ten (10) business days notice in
writing to the other party.
12.3 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 COUNTY and ATTORNEY each agree to participate, to the extent required by the other, in
all proceedings, hearings, processes, meetings, and other activities related to the substance of
this Agreement; institution of any administrative or legal proceeding shall constitute immediate
termination of this Agreement. ATTORNEY agrees to forward copies of all documents in his or
her possession related to the matter which is the subject of this Agreement to COUNTY at the time
of filing any administrative or legal proceeding.
12.4 ATTORNEY'S Fees and Costs
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 party shall be entitled to an award of reasonable ATTORNEY'S fees, court costs,
investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall
include reasonable ATTORNEY'S fees, court costs, investigative, and out-of-pocket expenses in
appellate proceedings. 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 with
the Florida Rules of Civil Procedure and the usual and customary procedures required by the
circuit court of Monroe County and shall take place in Monroe County.
13. NOTICE REQUIREMENT
Any notice required or permitted under this agreement shall be in writing and hand delivered or
mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the
following:
FOR COUNTY
County Administrator and County Attorney
500 Whitehead Street PO Box 1026
Key West, FL. 33041 Key West, FL 33040
FOR ATTORNEY:
Robert Nabors, Esq.
Post Office Box 11008
Tallahassee, Florida 32302
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.
15. ENTIRE AGREEMENT
The entire agreement between the COUNTY and ATTORNEY with respect to the subject matter
hereof is contained in this Agreement. This Agreement supersedes all prior oral and written
proposals and communications between the COUNTY and ATTORNEY related to this
Agreement. No provision of this Agreement shall be deemed waived, amended or modified by
either party unless such waiver, amendment or modification is in writing and signed by the party
against whom the waiver, amendment or modification is claimed. This Agreement shall be
binding upon and inure to the benefit of the parties hereto, their permitted successors and assigns.
16. FLORIDA GOVERNMENT -IN -THE -SUNSHINE LAW
ATTORNEY agrees that, unless specifically exempted or excepted by Florida law, the provisions
of Chapter 120, Florida Statutes, generally require full and public discussion of matters to be
voted upon by the Board of County Commissioners. ATTORNEY agrees to consult with the
COUNTY ATTORNEY'S office concerning the application of the Sunshine Law from time to
time concerning specific circumstances that may arise during the term of this Agreement.
17. FLORIDA PUBLIC RECORDS LAW
ATTORNEY agrees that, unless specifically exempted or excepted by Florida law or Rules and
Regulations of The Florida Bar, the provisions of Chapter 119, Florida Statutes, generally require
public access to all records and documents which may be made or received under this Agreement.
ATTORNEY agrees to consult with the County Attorney's office concerning the application of
the Public Records Law from time to time concerning specific circumstances that may arise
during the term of this Agreement.
18, NO ASSIGNMENTS
ATTORNEY shall not assign or subcontract its obligations under this agreement, except in
writing and with the prior written approval of the Board of County Commissioners of Monroe
County, which approval shall be subject to such conditions and provisions as the Board may
deem necessary. This paragraph shall be incorporated by reference into any assignment or
subcontract and any assignee or subcontractor shall comply with all of the provisions of this
Agreement. Unless expressly provided for therein, such approval shall in no manner or event be
deemed to impose any additional obligation upon the Board.
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19. TERMINATION
Either of the parties hereto may terminate this contract without cause by giving the other party
fifteen (15) business days written notice of its intention to do so.
19.1 Documents forwarded to COUNTY
ATTORNEY agrees to forward to COUNTY along with Notice of Termination or upon receipt of
Notice of Termination, depending upon which party terminates the Agreement, copies of all
documents in his or her possession of any nature whatsoever related to the ATTORNEY'S
representation of COUNTY or obtained due to ATTORNEY'S representation of COUNTY.
19.2 Restriction on Communications
ATTORNEY agrees not to communicate with the public, including the press, about COUNTY or
about this matter.
20. SEVERABILITY
If a term, covenant, condition or provision of this Agreement shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants,
conditions and provisions of this Agreement shall not be affected thereby; and each remaining
term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable
to.the fullest extent permitted by law unless the enforcement of the remaining terms, covenants,
conditions and provision of this Agreement would prevent the accomplishment of the original
intent of this Agreement. The COUNTY and ATTORNEY agree to reform the Agreement to
replace any stricken provision with a valid provision that comes as close as possible to the intent
of the stricken provision.
21. CAPTIONS
The captions set forth herein are for convenience of reference only and shall not define, modify,
or limit any of the terms hereof.
22. LEGAL OBLIGATIONS AND RESPONSIBILITIES; NON -DELEGATION OF
CONSTITUTIONAL OR STATUTORY DUTIES
This Agreement is not intended to relieve, nor shall it be construed as relieving, either the
COUNTY or ATTORNEY from any obligation or responsibility imposed upon each by law
except to the extent of actual and timely performance thereof by the other, in which case the
performance may be offered in satisfaction of the obligation or responsibility. Further this
Agreement is not intended to authorize, nor shall it be construed as authorizing, the delegation of
the constitutional or statutory duties of the COUNTY, except to the extent permitted by the
Florida Constitution, state statutes, case law, and, specifically, the provisions of Chapter 125,
Florida Statutes.
23. RECORDS
ATTORNEY shall maintain all books, records, and documents directly pertinent to performance
under this Agreement, including the documents referred to in this Agreement, in accordance with
generally accepted accounting principles, consistently applied. Upon ten (10) business days
written notice to the other, representatives of either the COUNTY or ATTORNEY shall have
access, at all reasonable times, to all the other party's books, records, correspondence,
instructions, receipts, vouchers and memoranda (excluding computer software) pertaining to
work under this Agreement for the purpose of conducting a complete independent fiscal audit.
ATTORNEY shall retain all records required to be kept under this Agreement for a minimum of
five years, and for at least four years after the termination of this agreement. ATTORNEY shall
keep such records as are necessary to document the performance of the agreement and expenses
as incurred, and give access to these records at the request of the COUNTY, the State of Florida
or authorized agents and representatives of said government bodies. It is the responsibility of
ATTORNEY to maintain appropriate records to insure a proper accounting of all collections and
remittances. ATTORNEY shall be responsible for repayment of any and all audit exceptions
which are identified by the Auditor General for the State of Florida, the Clerk of Court for
Monroe County, the Board of County Commissioners for Monroe County, or their agents and
representatives.
24. PUBLIC ACCESS
The COUNTY and ATTORNEY shall allow and permit reasonable access to and inspection of,
all documents, papers, letters, or other materials subject to the Florida Public Records Law, as
provided in Chapter 119, Florida Statutes, and made or received by the them, unless specifically
exempted by State Statute, Rules and Regulations of The Florida Bar, or case law. COUNTY
shall have the right to cancel this agreement upon violation of this provision by ATTORNEY.
25. MONROE COUNTY CODE ETHICS PROVISION
ATTORNEY warrants that he or she has not employed, retained or otherwise had act on his
behalf any former COUNTY officer or employee in violation of Section 2 of Ordinance No. 10-
1990 or any COUNTY officer or employee in violation of Section 3 of Ordinance No. 10 1990.
For breach or violation of this provision the COUNTY may, at its discretion, terminate this
Agreement without liability and may also, at its discretion, deduct from the sums owed under the
Agreement, or otherwise recover, the full amount of any fee, commission, percentage, gift, or
consideration paid to the former or present COUNTY officer or employee. COUNTY employees
and officers are required to comply with the standards of conduct delineated in Section 112.313,
Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts, doing business
with one's agency, unauthorized compensation, and misuse of public position, conflicting
employment or contractual relationship, and disclosure of certain information.
26. PUBLIC ENTITY CRIME STATEMENT
Florida law provides that person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on an agreement to provide
any goods or services to a public entity, may not submit a bid on a agreement with a public entity
for the construction or repair of a public building or public work, may not submit bids on leases
of real property to public entity, may not be awarded or perform work as a contractor, supplier,
sub contractor, or consultant under a agreement with any public entity, and may not transact
business with any public entity in excess of the threshold amount provided in Section 287.017,
for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on
the convicted vendor list. ATTORNEY warrants the neither ATTORNEY nor any authorized
time keeper has been named to the convicted vendor list.
27. ANTI -KICKBACK
ATTORNEY warrants that no person has been employed or retained to solicit or secure this
Agreement upon any contract or understanding for a commission, percentage, brokerage or
contingent fee, and that no employee or officer of the COUNTY has any interest, financially or
otherwise, in this Agreement, except as expressly stated herein. For breach or violation of this
warranty, the COUNTY shall have the right to annul this agreement without liability or, in its
discretion, to deduct any sums to be paid by COUNTY under this Agreement, or otherwise
recover, the full amount of such commission, percentage, brokerage or contingent fee.
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28. MODIFICATIONS AND AMENDMENTS
This Agreement may not be modified in any way without the express, written consent of both
parties. Any and all modifications and Amendments of the terms of this Agreement shall be in
writing and executed by the Board of County Commissioners for Monroe County and by
ATTORNEY in the same manner as this Agreement.
29. INDEPENDENT CONTRACTOR
At all times and for all purposes hereunder, ATTORNEY is an independent contractor and not an
employee of the Board of County Commissioners of Monroe County. No statement contained in
this Agreement shall be construed so as to find ATTORNEY or any of the authorized time
keepers, to be the employees of the Board of County Commissioners of Monroe County, and they
shall be entitled to none of the rights, privileges or benefits of employees of Monroe County.
30. COMPLIANCE WITH LAW
In carrying out ATTORNEY'S obligations under this agreement, ATTORNEY shall abide by all
statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this
Agreement, including those now in effect and hereafter adopted. Any violation of said statutes,
ordinances, rules or regulations shall constitute a material breach of this Agreement and shall
entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of
termination to ATTORNEY.
31. LICENSING
ATTORNEY warrants that ATTORNEY and additional timekeepers do presently have, shall
have prior to commencement of work under this Agreement, and at all times during said work, all
required licenses and permits whether federal, state, County or City.
32. NON-DISCRIMINATION
ATTORNEY shall not discriminate, in its employment practices and in providing services
hereunder, on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual
orientation, gender identity or expression, familial status, or age, and shall abide by all federal
and state laws regarding non-discrimination. Upon a determination by a court of competent
jurisdiction that such discrimination has occurred, this Agreement automatically terminates
without any further action by the COUNTY, effective the date of the court order. ATTORNEY is
aware of the provisions of Section 13-101 through 13-106, Monroe County Code, relating to non-
discrimination, and agrees to abide by the Code's nondiscrimination requirements.
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.
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35. COUNTY AUTHORITY
This Agreement has been duly noticed at a legally held public meeting conducted in
County, Florida. COUNTY'S performance and obligation to pay under this contract,
upon annual appropriation by the Board of County Commissioners.
36. HOLD HARMLESS AND INSURANCE.
Prior to execution of this agreement, ATTORNEY shall furnish COUNTY Certificate
Insurance indicating the minimum professional liability coverage for ATTORNEY an
time -keepers in the amount of Five Hundred Thousand Dollars ($500,000.00). ATTO)
agrees to keep the same amount of coverage or more at all times and to provide proof
coverage to COUNTY at COUNTY' S request at any time daring the term of the Agra
37. NO PERSONAL LIABILITY
No covenant or obligation contained in this Agreement shall be deemed to be a cove
obligation of any member, officer, agent or employee of the Board of County Comm
Monroe County in his or her individual capacity and no member, officer, agent or en
the Board of County Commissioners of Monroe County shall be liable personally on
Agreement or be subject to any personal liability or accountability by reason of the e
this Agreement,
or
s of
of
ion of
38. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall regam
as an original, all of which taken together shall constitute one and the same instrumen d the
COUNTY and ATTORNEY may execute this Agreement by signing any such coun
XHIS AGREEMENT will become effective when executed by both the ATT Y and
ox&ci�ted bjt the Board of County Commissioners of Monroe County, Florida.
` Hoard of County Commissio s
Of Nj4proc County
ge lerk By:
Mario Di Gennaro, Mayor
Date: JAN 17SOOT
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Wi ass to ATTORN Y:
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DATE: It a I I . FL 3J-3) v
MONROE COUNTY ATTORNEY
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ASSfSTANT COUNTY ATTORNEY
Date 1-2-2e- 6
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