Item P16
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
ADD-ON
Meeting Date: March 15. 2006
Division: County Attorney
Bulk Item: Yes No L Department: Natileene W. Cassel
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AGENDA WORDING:
Approval of obert Nabors, Esq. of the firm of Nabors, Giblin & Nickerson, P.A to research and
advise the County on the feasibility of the imposition of a work force housing mitigation fee and to
draft an ordinance to impose the mitigation fee. The attorney may hire a consultant to perform
empirical evaluations to support the fee and the ordinance. The consultant's fee is included in the total
amount of $75,000 to be paid to the attorney.
ITEM BACKGROUND:
The County is dedicated to providing work force/affordable housing and the information and resultant
ordinance is to be a method of achieving that goal.
PREVIOUS RELEVANT BOCC ACTION:
In November of 2005 the Board of County Commissioners approved the firm of Nabors and Giblin to
study and, if appropriate, to prepare an affordable housing ordinance to impose a mitigation fee on
development and redevelopment.
CONTRACT/AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATIONS:
Approval.
TOTAL COST: $75.000
COST TO COUNTY: $75.000
BUDGETED: Yes
No
SOURCE OF FUNDS:
REVENUE PRODUCING: Yes
No X-
AMOUNTPERMONm_ Year
APPROVED BY: County Atty --X- OMB/Purchasing -.l.L Risk Management X
DIVISION DIRECTOR APPROVAL:
('
su
To Follow_
Not Required_
DOCUMENTATION:
Included X
DISPOSITION:
AGENDA ITEM # PI &
Revised 2/27/01
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MONROE COUNTY, FLORIDA
STANDARD LEGAL SERVICES AGREEMENT
The BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORID~ as the
legislative and governing body of Monroe County, Florida, and in accordance with the powers
enwnemted in Section 125.01, Florida Statutes ("County'') and Robert Nabors, Esq. of the firm of
Nabors, Giblin & Nickerson, P.A. ~'Attomey'') hereby enter into this Agreement regarding the
retention of Attorney by County to provide legal advice and services:
AGREEMENT NUMBER:
1. Client: The Client is the County, and to the extent ethically pemrlssible, it's elected and
appointed officers and its' employees, unless County advises Attorney otherwise. In the event that
Attomey cannot ethically represent individuals in addition to County, Attorney shall advise County in
writing of that fact immediately.
2. Attorney: The Attorney is 1he individual named above and whose signature ap~ at 1he bottom of
this Agreement. Attorney is licensed to practice law in all jurisdictions relevant to 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 mSln~gj11g the representation, assuring
compliance of others with the terms of this Agreement and ethical requirements, preparing and
substantiating all bills, and commlDlicating with County. Attorney may not delegate or outsomce
this work without full written disclosure to, and prior written approval from, the County.
3. Matter: Attorney has been retained by County in connection with the matter described in
Exhibit A. Attorney represents lbat he or she is competent and available to handle that matter. In the
event that additional matters are assigned by County to Attorney, this agreement sba1l apply to
those matters as well, unless a separate Agreement is Iequired by the County.
3.1. Review of ethleal obUgatioDS before iDitIatlng represenfation: Attorney bas
conducted a thorough investigation and dctcnnined that neither Attorney nor his or her firm has any
ethical impediment, real or potential, 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 impMim~t (regmdless of whether Attorney believes be 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 tile situation to County, obtain
County's express, written consent to continue 1he representation oftbe 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 wbi~ 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 Comrty to Attomey; and (c) obtain
reimbursement for consequential expenses incurred by County, including the cost of replacement
counsel.
RECEiVED
MAR 1 4 2006
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MONROE COUNTY ATTORNEY
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3.2. LimitatioDS to seope of representation: Except where prohibited by the Rules of
Professional Conduct of The Florida Bar, the Monroe County Attorney's Office will serve as co
counsel in all matters covered by this Agreement. As co-counsel, the Office attorney's will assist
Attorney by performing tasks assigned by Attorney, including but not limited to serving as local
counsel; securing the coopemtion of County employee's, officers, and others in discovery and other
matters; obtaining evidentiary materials from County files; assisting with discovery; attending
hearings and depositions; filing pleadings; arranging for closed attorney-client sessions with the
Board of County Commissioners; and performing other tasks as necessary and convenient for
Attorney. Decisions as to tactical approaches to be utilized shall be the ultimate responsibility of
the Attorney, and issues which rise to the level of a client decision shall be resolved by the
Board of County CQTTI11l'is.4lione.rs. Any fin1:b.cr limitations or special conditions shall be as set forth
in Emibit A.
3.3. Term of Agreement and Representation: This Agreement and representation by
Attorney is effective upon acceptance and approval by County in accordance with County's policies,
ordinances, or goveming statutes. The representation shall continue until termln~ by either the
County, or by the Attorney in accordance with ethical requinments.
3.4. County expeetationl and goals: The County expects the Attorney to ~ the best
resolution for the County at the lowest reasonable cost to the taxpayers. At the earliest reasonable
point during the representation, the Attorney shall report to the County, via the County Attorney, any
reasonable potential for settlement, including related settlement costs and expenses, the estimated
chances of the County prevailing on the merits, and the potential financial exposure should the
County not prevail on the merits. Any other expectations and goals shaI1 be as set forth in Exhibit A.
4. Attorney Fee (Hourly): Attorney will be paid for his or her services based on the number of hours
expended on behalf of County (rOlmded to the nearest tenth hour for each time entry), not to include
time billable to or compeD88ted by other clients, multiplied by the Attorney's hourly rate as set forth in
Exhibit A. The following minimum billing documentation and ti.me-keeper requirements are a
condition precedent to payment by the County.
4.1. NOD-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. rune expended by time-keepers
who have not been approved by ColDlty as indicated on Exhibit A is also not billable.
4.2. Changes to hourly rata: Attorney will charge no more than the hourly rate quoted in
EDu"hit A throughout the duration of the matter, unless otherwise agreed in writing signed by
County.
4.3. Discounts to other Clients; The mtes Attorney will charge County represent the lowest
rates charged by the same timc-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 1hem. on the same
basis to County.
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4.4. Additional time-keepen: 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 arc to be billed to the 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 Additional time-keepers approved
by the County are Jisted in Exhibit A to this Agreement, and this EIhlbit A may be amended from
time to time, upon mutual agreement of the County and the Attorney, to evidence the then-current
circumstances.
4.5. Existing work produet; To the extent the Attorney makes use of existing work product,
e.g., in the form of research previously perfOlmed for another County, then Attorney may bill only
that time expended in using that work. product for County. In other words. no premium, markup, or
other adjustment may be made to bill County for time spent on work already performed.
4.6. Travel: Travel restrictions, including restrictions on billing time during travel, are
set fbrth below.
5. BiOiQg of Fees aDd Expenses: Attorney sball comply with the following requirements as
to billing fees and expenses as a condition ~ to County's obligation to pay each bill:
5.1. Monthly bDls: Unless otherwise agreed in a writing signed by the County, bills sball be
issued monthly by Attorney within 15 days a.tlm the close of each month. Attomey understands that
County requires prompt bills in part to facilitate effective management of the representation and
fees.
5.2. Bill format: Attorney shall provide detailed, itemized bills which shall, at a
minimum:
5.2.1 Description. Provide a general description of the matter, to include the name of the
Comty department or constitutional officer, ifnot indicated in the title of the matter, for which legal
services are being perfonned (e.g. Richard Roe v. Monroe County-BEO Claim).
5.2.2 PenoDDeL Clearly identify each person performing services (i.e., time keepers) in
conjunction with each entIy.
5.2.3 Other PenoDDeL Clearly identify all persons who are not full-time lawyers employed
by the Attomey's fum (mcluding subcontractors. independent contractors, temporary employees, and
outsourcing providers).
5.2.4 TiDie Records. Record the time expended by each time-keeper separately. In those
situations where 1he minimum b~ incn.ment 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 umil1he total
actual time spent meets the minimwn billing increment.
5.2.5 Totals and By Task. State the amount of time expended by each 1ime-keeper daily (and, within
each day, broken down by 1ask. where more than one project or task was worked upon within the same day).
5.2.6 Task Description. Describe within each itemi7.ed daily task en1ry, in sufficient detail to readily
allow the County to determine the necessity for and reasonableness of the time expended, the services
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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 wit in the course of ped.Orming 1he service. Included should be a
reasonably specific delineation of services sufficiently itemized to allocate time within a matter to Such
categories of effort as Legal Researc~ Fact Gathering, Intetnal Conferences, and Communications with
Clien~ Particular Document Drafting, Court Appearance, Deposition Attendance, and so forth.
5.1.7 Summary of Rates. In a summm:y at the begjnning or end of1he bill, provide the cUIIent hourly
rate for each time-keeper, the total time billed by each time--keeper in that bill, the product oftbe total time and
homly rate for each time-keeper, the total fees charged, and are reconciliation between the amowrt charged
and any applicable estimatf'd or budgeted amount, by task. In addition, each mnnthly statement should show 1he
aggregate billing for that matter from the commencement of the matter through the currently-billed month.
5.2.8 DigitallEleetronie Copy. County is currently using Time Matters and Time Billing software
in the County Attorney's offi~ and prefers that an electronic reporting software which can be incorporated
into the County's software data base for tracking and reporting purposes be used by Attorney. Attorney
should discuss the capabilities of Attorney's billing system with County before rendering the first bill.
County should receive a digital electronic/computerized version of each bill, together with a paper copy, to
facilitate bill review.
5.3. ExpeDles: County will pay the actual. reasonable cost oftbe following expense items ifincurred
in accordance with the guidelines below and promptly itemized in Attorney's monthly bill:
5.3.1 Reimbunable expenses: Actual cost for neces.9a1Y long distance telephone calls, telecopying at
$.25 per outgoing page, overnight or expedited delivery, couriers, photocopying at S.15 per page, postage, court
fees, and other expenses approved in advance by County or Wflisted below:
5.3.1.1. Expedited or emergeacy serviees: Attorney is expected to avoid using expedited or _
emergency services, such as express delivery services, comiers, telecopying, overtime, and so on, unless
necessary because ofunexpected developments or extremely short deadlines. County may refiJse to pay for any
such expenses when incurred routinely or because of Attorney's failure to manage the matter efficiently.
5.3.1.2. 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 necessaty. Attorney is expected to pass through to County any
discounts or 01her ammgemcnts that reduce the cost of computerized services.
5.3.1.3. 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.
5.3.1.4. Tnmserlpts: Traosaipts should. not be ordered without prior approval :fiom County.
Transcripts should not be ordered on an expedited basis unless necessary and approved in advance by Comrty.
Attorney should obtain digital e1ecttonic/computerlzed 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/computeri2ed database of all transcripts.
5.3.1.5 Travel ExpeDIes: Travel expenses within the Attorney's local or metropolitan area will not
be reimbursed if the time spent jn transit is billed. 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
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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 ~ re8SllnAble, at the lowest available rate). Tmvel expenses will be reimbursed in
accordance with the applicable provisions fur "approved travelers" of the Monroe County Code, will be
summarized on the Monroe County Travel Form with all applicable receipts attached thereto.
5.3.1.6 Travel Time. Tune spent in transit, locally or otherwise, may be billed only if (a) Attorney or
time-keeper is unable to avoid traveling by using other fonns of communication and (b) Attomey or time-
keeper is unable to bill time in transit to other clients. Travel by more than one time-keeper at the same time to
the same destination is not allowed without prior approval from County. Approved travel time during time-
keeper's normal business hours will be billed at the hourly rate listed for the time-keeper on Exhibit A.
Approved travel time outside of1ime-kceper's nonna1 business hour's will be billed at one-half the hourly rate
listed for the timekeeper on EDlbit A.
5.3.2. N-.n-reimbursable upenses: The following expenses will in no event be reimbursable,
unless specifically agreed to in advance in a writing signed by County:
5.3.2.1. Personal and Oftice Cos1& Meals for time-~ 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, intema1 filing or other document hand1i1\g charges., clerical
expenses, stationery and o1her supply expenses,. nh1ities, and any other expense 1hat is either unreasonable or
unnecessary. (The :6wt that the firm charges other clients or that other finns charge their clients for an expense
does not make it reasonable or necessary.)
5.3.2.1. Experts, consultants, support servi~es, ou_ureed services, de. At1x>mey 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 will be responsible for
selecting and mAnagjng the services of others so that their services and expenses will be rendered in -
accordance with the tenDs of this Agreement, including terms applicable to Attorney. Attorney will manage
otheIS to obtain cost effective services for County. Unless odlerwise 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 (for management purposes) and County (for review and
payment).
5.3.2.3. Expeues not passed through at adual ~Olt. 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. Overhead not ~harged 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.
5.3.3. Advanee approval of expeDSes. In addition to the items noted above, Attorney shall
obtain ad~e 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.
5.3.4. Copies of receipts for expeDSes. Attorney shall include copies of receipts for all
expenses witll the itemized monthly bill. County may refuse to pay any expense item for which
documentation is not provided by Attorney.
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5.3.5. Expeose8 (and fees) after termination. Upon tennination 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.
Attomey is also expected to cooperate promptly with all aspects of tennination and, if applicable,
transition to other counsel. Payment for fees and expenses is contingent upon prompt, full cooperation.
5.4. um and expense documentation. Attorney understands that Attorney must have
documentation to support all aspects of each bill, including fees and expenses, and must maintain ~t
documentation until at least one year after the termination of the representation. This documentation shall
be made available by Attomey to County (or County's designated representative, includ.ina 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 examina.tion 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. Attomey sball notity 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 the 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. Upon
prior written Agreement by the County, Attorney may provide the documentation in digital electronic
form in Adobe Portable Document Format (PDF) or in Alchemy fonnat in lieu of the manual
preservation requirements detailed above. .
6. 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 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 entitled to a 1% prompt payment discount if a bill is paid within 15 days of receipt
by County or correction of deficiencies by Attomey, 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 to in advance in a writing signed by County.
7. Budaets. Attorney will, within thirty (30) days after the effective date of this Agreement, prepare an
estimate or budget of the likely costs, by task, oftbis matter, including fees and expenses, and a plan for
handling the matter. Attorney will update the budget and plan at least once every three months. In the
event that Attorney obtains information indicating that the budget (or any line item) 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 than the amounts
budgeted therefor. County shall have the right not to pay any amounts that are over budget or not
included within the budget.
8. Staffing and matter manaaement. Attorney bas 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.
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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
Agreement, must have the advance written approval of County. 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.
8.2. DupUcation 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 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.
8.3. Matter DUlDalement. 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.
8.4. Commuaieations. 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.
8.5. Case monitoriDg. County will be advised promptly by Attorney of all significant facts and
developments in the matter 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 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-ta-date, "mirror" copy of the County's file maintained by
Attorney. For discovery materials or exhibits that are lengthy, Attorney should discuss them with
COlmty before providing a copy. Documents available in digital electronic/computerized form should be
provided in that form in lieu of paper copies. Additionally, Attorney may be required to submit, on a
monthly basis, a case status and progress report to be submitted to thc Board of County
Commissioncrs. Thc format of the report shall be in the form required by the County Attorney.
8.6. Case controL Attorney shall discuss all significant issues of strategy and tactics, including
motions, discovery, pleadings, briefs, trial preparation, experts, and sett1em~nt, with County before
implementation. Attorney is expected to exercise independent profcssional judgment, but to implement
the decisions of COlmty as expressed to the COlmty by the COlmty Attorney.
8.7. 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.
8.8. 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
avl;lilable to reduce the expenses related to the subject matter of this Agreement.
8.9. Temporary staff, delegation, outsourcing. Attorney will not bill County for the time and
expenses of temporary employees. including so-called "Temps" or contract attorneys or other stafffrom
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outside companies, nor "outsource" or delegate work, nor charge for summer as~ociates, law clerks, or
student clerks, (collectively ''temporary s1:a.fr' even if not temporarily employed) without full advance
disclosme 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 amoWlts after full disclosure by Attorney, Attorney may not charge County more than the
actual cost paid by attorney.
9. CoofidentiaHty and publie 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. 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 f~ without County's advance written approval. Attorney is not authorized to
identify County as a County, e.g., for purpo~s 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 10 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. Ownenhip of Attorney files aDd work procluet: Attorney understands that all files and work
product prepared by Attomey 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. Attomey 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 thein 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 ot) all attomey 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 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. Governing law, modifleation of tbis Agreement, entire agreement: This Agreement is to be
interpreted in accordance with the laws of Florida and with the ethical requirements 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 Etbies Provisions: lbis provision is found in Section 18.8 below.
14. Time Keeper Defined: As used in this Agreement, the term "time keeper" shall 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 CODlent By County: Any consents or approvals required by this
Agreement to be made by the County shall, unless the context expressly states otherwise, be made by
the County Attorney or an authorized Assistant County Attorney in written form., to include but not
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limited to
band-written, typed, or printed notes, electronic mail, letters, or facsimile transmissions.
16. Florida Government-in-the-Sunshine Law: Attomey 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. Attomey agrees
to consult with the County Attorney's office concerning the application of the Slm~hine law from time
to time concerning specific circumstances that may arise during the term oftbis Agreement.
17. Florida pubn~ Re~ordl 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 R~rds Law from time to time concerning specific circumstances that may
arise during the term of this Agreement.
18. County's Standard Contraet Terms:
18.1 No Assipm.ents. 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
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.
18.3 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 jmisdiction, 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 remainil1g 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 oftbe stricken
provision.
18.4 Captions. The captions set forth herein are for convenience of reference only and shall not
defIne, modify, or limit any of the terms hereof.
18.5 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 ConIDets in interpretation. The COWlty and Attomey 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.
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18.5.2 Adjudieation of Disputes and Disagreements. The County and Attorney agree that all
disputes and disagreements between them shall be attempted to be resolved by a meet and oonfer
session between representatives of the County and Attorney. If the issue or issues are still not resolved
to the satisfaction of both parties within 30 days after the meet and confer session, then either shall have
the right to seek such relief as may be provided by this Agreement or by Florida law.
18.5.3 Cooperation. In the event any sdministrative 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. The County and Attorney each agree that neither shall be required to enter into any
arbitration proceedings related to this Agreement or any Attachment or Addendum to this Agreement.
18.5.4 Legal ObUaations and Responsibilities; Non-deleeation 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 Constitutio~ state statutes, case law,
and, specifically, 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 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 usual and customary procedures required by the circuit court of Momoe
County.
18.7 Records. Attorney shall maintain all books, records, and documents directly pertinent to
performance under this Agreement, includiIig 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. 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 m;n;mum of five years, and for at least four
years after the term.i.Qation 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 Momoe County, or their agents
and representatives.
18.7.1 Public Access. The County and Attorney shall allow and permit reasonable access to
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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. COWlty
shall have the right to cancel this agreement upon violation oftbis provision by Attorney.
18.8 Monroe County Code Ethics Provision. Attorney warrants that he has not employed,
retained or otherwise bad 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 COWlty 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.
18.9 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 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 is authorized to enter into this Agreement
by Attorney's lawfirm..
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 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 36 months from $e date of being placed on the
convicted vendor list. Attorney warrants the neither Attorney nor any authorized time keeper bas been
named to the convicted vendor list.
18.11 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 annql 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 ModifieatioBS and Amendments. Any and all modifications 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 pmposes hereunder, Attorney is an
independent contractor and not an employee of the BoBl'd of County Commissioners ofMomoe 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
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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, roles 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 the County to terminate this Agreement immediately upon delivery of written notice of
termination to Attorney.
18.15 Licensing and Permits. Attorney warrants that Attorney shall have, prior to
commencement of work under this agreement and at all times dwing said work., all required licenses
and permits whether federal, state, County or City.
18.16 NOD~DiserimiDation. Attorney shall not discriminate, in its employment practices and in
providing services hereunder, on the basis of race, color, se]4 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.
18.17 Claims for State or :Federal Aid. The County and Attorney agree that each shall be, and is,
empowered to apply for, seek, and obtain federal and state ftmds to further the pmpose of this Agreement, .
provided that aU applications, requests, grant proposals, and funding solicitations by Attorney shall be
approved by the County prior to submission.
18.18 Non~Relianee 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, Qr 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.
18.19 Attestations. Attorney agrees to execute such documents as the Co~ty may reasonable require,
including a Drug-Free Workplace Statement, and a Public Entity Crime Statement.
18.20 Signatures of Parties Required. This Agreement shall 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 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 Momoe County in his or her individual capacity and no member, officer,
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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.
18.23 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 bas 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.
Board of County Commissioners
Of Monroe County
Attest:
Danny L. Kohlage, Clerk
By:
Charles "Sonny" MeCoy, Mayor
By:
Date:
Deputy Clerk
Date:
Witnesses:
Signature
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"T~kt~Sn; Fi.. 3J...3-i
Signature
Telephon7:{umber:
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.
MONROE C
. _ PPROVE~DU~~.T~ ~TTO:::EY /
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NAT/LEEN ':..J fi:.,.c::-/
ASSISTA~ E W. CASSEL
Date~PS:: . ~OUNTY ATTO~"'E: y
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MONROE COUNTY, FLORIDA AGREEMENT NUMBER: STANDARD
LEGAL SERVICES AGREEMENT (LITIGATION)
EXHIBIT A
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.
RefereDees:
3.2: LimitatioD. to Scope of Representation:
Attorney shall not engage in litigation activities or administrative proceedings without prior written
consent of the County Attorney's Office. The Attorney may hire a consultant to perform necessary
empirical evaluations supporting said mitigation fee, the consultant's fees are included in the total fee ~
under this Agreement. The total fees and costs to be incurred under this Al!leeIIlent shall not exceed __
Thousand Dollars (S..OOO). Mt",N\ 5.f'Ve"trl]- ~,,<
'1<;
3.4 County Expectations and loals:
To seek ways to assist in the acquisition of work force
housing in 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
Heather Encinosa $200.00
David Tucker $165.00
Christine Senne (Law Clerk) $75.00
BOARD OF COmITY C~SS\IlONERS
OF MONROE COUNTY, FLORIDA
By:
Mayor Charles "Sonny" McCoy
o' t of Contact: County Attorney
COUNTY ATTORNEY
Date:
MONROE COU
I\PPROVED ~S~kTATTf. ORNEY
~ORM:
NATILEENE W CAS~S ~7
AS$~A:% CO' EL
Date~ ~ .p., UNTY ATTORNEY
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