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Item O4 ° BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: February 20, 2013 Division: County Attorney's Office Bulk Item: Yes x No _ Department: Staff Contact Person/Phone#: Cynthia Hall, x 3174 AGENDA ITEM WORDING: Approval to enter into contracts with George Helm,P.A., the law firm of Rissman Barrett, and the law firm of Pallo Marks to serve as outside counsel for the County's workers compensation cases; approval to enter into a contract with Pyszka Blackman in the event the County is not able to enter into a contract with any of the top three firms; and authority for the County Attorney to execute the retainer agreements. ITEM BACKGROUND: The County advertised an RFP to seek outside counsel to handle workers' compensation cases for the County's self-insured workers' compensation program. A total of eight proposals were received. The selection committee met, reviewed and ranked the proposals. Of the proposals received, the committee ranked the proposals as shown in backup. The top four proposals were in order: (1) George Helm, P.A.; (2)the law firm of Rissman Barrett; (3)the law firm of Pallo Marks; and (4) the law firm of Pyszka Blackman. The RFP attached a draft agreement and envisions that it will be able to enter into agreements. Employee Services and the County Attorney's office recommend having three firms on the panel to handle cases. PREVIOUS RELEVANT BOCC ACTION: In October 2012 the BOCC gave approval to advertise the RFP. CONTRACT/AGREEMENT CHANGES: Not applicable STAFF RECOMMENDATIONS: Approval. TOTAL COST: —$60-80K/year INDIRECT COST: N/A BUDGETED: Yes COST TO COUNTY: —$60-80K SOURCE OF FUNDS: Internal service fund— primarily ad valorem REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year APPROVED BY: County Atty OMB/Purchasing Risk Management �11)L-, DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM# MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: The law firms of Contract# George Helm, P.A.; Rissman Barrett; Effective Date: and Pallo Marks. Expiration Date: Contract Purpose/Description: Contracts with George Helm,P.A.,the law firm of Rissman Barrett, and the law firm of Pallo Marks to serve as outside counsel for the County's workers compensation cases; contract with Pyszka Blackman in the event the County is not able to enter into a contract with any of the above top three firms. Contract Manager: (Name) (Ext.) (Department/Stop#) for BOCC meeting on Agenda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $ $60-80K Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes: - - - Grant: $ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance,utilities,janitorial,salaries,etc.) CONTRACT REVIEW Changes Date Out Date In Needed Reviewer Division Director Yes❑ No❑ - Risk Management Yes❑ No y� O.M.B./Purchasing Yes❑ No❑ County Attorney d. I Yes❑ No Comments: V Q w � � w �-- w 3)6- Oa Z d CA Elt as 00 o •� � V , �� W uu l V� 3 � w F M F 0 N z a o U W z Qgo++ -N ti M ! r v Z AGREEMENT BETWEEN MONROE COUNTY BOARD OF COUNTY COMMISSIONERS AND GEORGE A.HELM,III,P.A. FOR THE PROVISION OF LEGAL SERVICES THIS AGREEMENT is entered into this_day of , 2013, by and between the Monroe County Board of County Commissioners ("County") and George A. Helm, III, P.A. ("Attorney"). WHEREAS, the County wishes to enter into this agreement with the Attorney so that the Attorney will act as private legal counsel to the County; NOW THEREFORE, IN CONSIDERATION of the mutual promises contained herein, the parties agree as follows: 1. Client: The Client is the County, and to the extent ethically permissible, its elected and appointed officers and its employees, unless County advises Attorney otherwise. In the event that the Attorney cannot ethically represented individuals in addition to County,Attorney shall so advise the County of that fact immediately. 2. Attorney: Attorney is the person or firm named above. The Attorney may not delegate or outsource this work without the prior written consent of the County. 3. Term: This Agreement is effective upon execution by the parties. The representation shall continue until terminated either by the Attorney or by the County. The County's performance and obligation to pay under this agreement is contingent upon annual appropriations by the Monroe County Board of County Commissioners. 4. Scope of Work: Attorney shall provide legal services and advice to the County regarding workers' compensation clams, investigation, research and litigation as assigned to the Attorney by County. Attorney will be assigned new claims by the Sr. Administrator of the Benefits Department of the County from time to time. a. Professional ability to perform work: Attorney warrants that he or she is authorized by law to render services for the scope of work set forth in this paragraph. The Attorney further warrants that all of the approved timekeepers listed below are authorized by the Rules of the Florida Bar to engage in delivery of legal services described herein. If Attorney is a member of a law firm, as partner, shareholder, associate or other relationship,Attorney warrants that he or she is authorized to enter into this agreement by Attorney's firm. b. The Attorney is responsible for managing the matter cost-effectively and competently, e.g., by ensuring that the authorized timekeepers are competent, properly supervised, efficient, and in compliance with the terms of this Agreement as well as ethical obligations. 5. Hourly rates and timekeepers: Hourly rates for attorneys and additional timekeepers will be set as follows: I Attorneys Billing Rate George A. Hefm, III $130 Brian B. Bolton $130 George W. Boring, III $130 John P. Brooks $130 Paralegals Billing Rate Gail Kamm $75 Tracy Marshall $75 Mitzi Protasevich $75 Janet Wade $75 Sydney Wheeler $75 Brooke Shegda $75 Laura Smith $75 6. Special Conditions Regarding Representation: a. Attorney has been retained by County to provide the scope of services described in Section 4 above. Attorney represents that 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 shall apply to those matters as well, unless a separate Agreement is required by the County. b. Review of ethical obligations 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, to representing County. If 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 2 allegedly owed by County to Attorney; and(c) obtain reimbursement for consequential expenses incurred by County, including the cost of replacement counsel. 7. Payment: Payment will be made upon receipt of a proper invoice with documentation of services rendered, pursuant to the Florida Local Government Prompt Payment Act. a. Fees: Attorney shall provide a general description of the matter; clearly identify each person performing services,record the time expended by each person separately; state the amount of time expended by each person daily (and, within each day,broken down by task where more than one project or task was worked upon within the same day); describe within each itemized daily task entry, in sufficient detail to readily allow the 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. Billing shall occur in increments of 0.1 hours. b. Travel expenses will be reimbursed in accordance with the applicable provisions for"approved travelers" of the Monroe County Code, and will be summarized on the Monroe County Travel Form with all applicable receipts attached thereto. Travel shall be billed from the firm's office closest to the hearing or deposition. C. Reimbursable expenses: Court filing fees and costs, witness fees (including experts and consultants), and court reporter fees. d. Non-reimbursable expenses: All other costs will be non-reimburseable, including but not limited to postage, photocopying,facsimile, telephone charges, courier charges, computerized research, facsimile charges. 8. Termination: The agreement can be terminated by either party with or without cause with 90 days prior written notice. 9. Records: Attorney shall maintain all books, records, and documents directly pertinent to performance under this Agreement, for a period of three(3) years after termination of representation. County shall have access to such books,records and documents for the purpose of inspection or audit during normal business hours, at the County's cost, upon five (5) days' written notice. 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 County, or their agents and representatives. 10. Modification: Additions to, modifications to or deletions from the provisions set forth in this agreement shall be effective only in writing and approved by County. 3 11. Indemnification and Hold Harmless: The Attorney agrees to indemnify and hold Monroe County harmless for any and all claims, liability, losses and causes of action which may arise out of its fulfillment of the Agreement. Attorney agrees to pay all claims and losses, including related court costs and reasonable attorneys' fees, and shall defend all suits filed due to the negligent acts, errors or omissions of the Attorney employees and/or agents. 12. Insurance. Throughout the term of this engagement,Attorney shall maintain Professional Liability Insurance in the minimum amount of$1.0 million per occurrence. Prior to the effective date of this Agreement Attorney shall provide to the County certificates of insurance. 13. Taxes: Monroe County is exempt from federal excise and state sales and use taxes. 14. Independent Contractor: It is the intent of the parties hereto that the Attorney shall be legally considered as an independent contractor and that neither it nor its employees or agents shall,under any circumstance,be considered servants or agents of the County and County shall at no time be legally responsible for any negligence on the part of said successful responder, its employees or agents,resulting in either bodily or personal injury or property damage to any individual, firm, or corporation. 15. Disclosure: The Attorney shall be required to list any or all potential conflicts of interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinance. The Attorney shall disclose all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interest which may conflict with the interests of the County. 16. Assignment: the Attorney shall not assign, transfer, convey, sublet or otherwise dispose of this agreement, or of any or all of its right, title or interest therein, or his or its power to execute such contract to any person, company or corporation without prior written consent of the County. 17. Force Majeure: The Attorney shall not be liable for delay in performance or failure to perform, in whole or in part,the services due to the occurrence of any contingency beyond its control or the control of any of its subcontractors or suppliers, including labor dispute, strike, labor shortage, war or act of war whether an actual declaration thereof if made or not, insurrection, sabotage,riot or civil commotion, act of public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood, drought, or other act of God, act of any governmental authority,jurisdictional action, or insufficient supply of fuel, electricity, or materials or supplies, or technical failure where the Attorney has exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of this agreement. 18. Governing Law/Venue: This agreement shall be governed and construed by and in accordance with the laws of the State of Florida and constitutes the entire agreement between the County and Attorney. Venue of any court action filed relative to this agreement shall lie in Monroe County,Florida. 19. Antisolicitation: The Attorney warrants that no person has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, 4 brokerage, or contingent fee and that no member of the Monroe County government or the County has any interest, financially or otherwise in the Attorney or its subcontractors. 20. Severability: If any provision of the agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, the remainder of this agreement, or the application of such provision other than those as to which it is invalid or unenforceable, shall not be affected thereby; and each provision of the agreement shall be valid and enforceable to the fullest extent permitted by law. 21. Notice: Any notice required or permitted under this agreement shall be in writing and hand-delivered or mailed,postage prepaid by certified mail,return receipt requested,to the other party as follows: For Monroe County: For Attorney: Monroe County Attorney's Office 1111 12`h St., Suite 408 Key West, FL 33040 22. Ethics Clause: The Attorney warrants that it has not employed,retained or otherwise had act on its behalf, any former Monroe County officer or employee in violation of Section 2 or 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 the provision, the County may, at its discretion terminate this agreement without liability and may also, at its discretion, deduct from the agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. 23. Public Entity Crime Statement: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a response on a contract to provide any goods or services to a public entity, may not submit a response/bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit responses/bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in section 287.017,Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 24. General Requirements: a) 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) are 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 5 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. b) 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. c) 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. d) Captions. The captions set forth herein are for convenience of reference only and shall not define, modify,or limit any of the terms hereof. e) 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. f) Adjudication 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 confer session between representatives of the County and Attorney. If the issue or issues are still not resolved to the satisfaction of both 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. g) 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 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. h) 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 6 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. i) 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 Monroe County. j) 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. k) 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 funds to further the purpose of this Agreement, provided that all applications, requests, grant proposals, and funding solicitations by Attorney shall be approved by the County prior to submission. 1) 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. m) 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. 7 IN WITNESS WHEREOF, the parties have executed this agreement the day and year first above written. Attest: George A. Helm, III, P.A. By Witness George A. Helm, III (Print Name:) (SEAL) MONROE COUNTY BOARD Attest: AMY L. HEAVILIN, Clerk OF COUNTY COMMISSIONERS Mayor/Chairman By Deputy Clerk MONROE COUNTY ATTORNEY FORM: CYNT IA L, ALL ASSIS ANT COUNTY ATTORNEY Date 8 AGREEMENT BETWEEN MONROE COUNTY BOARD OF COUNTY COMMISSIONERS AND RISSMAN,BARRETT,HURT,DONAHUE & MCLAIN, P.A., FOR THE PROVISION OF LEGAL SERVICES THIS AGREEMENT is entered into this day of , 2013,by and between the Monroe County Board of County Commissioners ("County") and Riss_man, Barrett, Hurt, Donahue &McLain, P.A. ("Attorney"). WHEREAS, the County wishes to enter into this agreement with the Attorney so that the Attorney will act as private legal counsel to the County; NOW THEREFORE, IN CONSIDERATION of the mutual promises contained herein, the parties agree as follows: 1. Client: The Client is the County, and to the extent ethically permissible, its elected and appointed officers and its employees, unless County advises Attorney otherwise. In the event that the Attorney cannot ethically represented individuals in addition to County, Attorney shall so advise the County of that fact immediately. 2. Attorney: Attorney is the person or fine named above. The Attorney may not delegate or outsource this work without the prior written consent of the County. 3. Tenn: This Agreement is effective upon execution by the parties. The representation shall continue until terminated either by the Attorney or by the County. The County's performance and obligation to pay under this agreement is contingent upon annual appropriations by the Monroe County Board of County Commissioners. 4. Scope of Work: Attorney shall provide legal services and advice to the County regarding workers' compensation clams, investigation,research and litigation as assigned to the Attorney by County. Attorney will be assigned new claims by the Sr. Administrator of the Benefits Department of the County from time to time. a. Professional ability to perform work: Attorney warrants that he or she is authorized by law to render services for the scope of work set forth in this paragraph. The Attorney further warrants that all of the approved timekeepers listed below are authorized by the Rules of the Florida Bar to engage in delivery of legal services described herein. If Attorney is a member of a law firm, as partner, shareholder, associate or other relationship, Attorney warrants that he or she is authorized to enter into this agreement by Attorney's firm. b. The Attorney is responsible for managing the matter cost-effectively and competently, e.g., by ensuring that the authorized timekeepers are competent, properly supervised, efficient, and in compliance with the terns of this Agreement as well as ethical obligations. 5. Hourly rates and timekeepers: Hourly rates for attorneys and additional timekeepers will be set as follows: 1 Attorneys Billing Rate Theodore N. Goldstein $135 Richard B. Robbins $135 Robert A. Donahue $135 Paralegals Billing Rate Toni Hill $75 Peggy Swiebel $75 Kara Graham $75 6. Special Conditions Regarding_Representation: a. Attorney has been retained by County to provide the scope of services described in Section 4 above. Attorney represents that 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 shall apply to those matters as well, unless a separate Agreement is required by the County. b. Review of ethical obligations 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, to representing County. If 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. 2 7. PaMent: Payment will be made upon receipt of a proper invoice with documentation of services rendered,pursuant to the Florida Local Government Prompt Payment Act. a. Fees: Attorney shall provide a general description of the matter; clearly identify each person performing services, record the time expended by each person separately; state the amount of time expended by each person daily(and, within each day, broken down by task where more than one project or task was worked upon within the same day); describe within each itemized daily task entry, in sufficient detail to readily allow the 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. Billing shall occur in increments of 0.1 hours. b. Travel expenses will be reimbursed in accordance with the applicable provisions for"approved travelers" of the Monroe County Code, and will be summarized on the Monroe County Travel Form with all applicable receipts attached thereto. Travel shall be billed from the firm's office closest to the hearing or deposition. C. Reimbursable expenses: Court filing fees and costs,witness fees(including experts and consultants), and court reporter fees. d. Non-reimbursable expenses: All other costs will be non-reimburseable, including but not limited to postage,photocopying, facsimile, telephone charges, courier charges, computerized research, facsimile charges. 8. Termination: The agreement can be terminated by either party with or without cause with 90 days prior written notice. 9. Records: Attorney shall maintain all books, records, and documents directly pertinent to performance under this Agreement, for a period of three(3) years after termination of representation. County shall have access to such books,records and documents for the purpose of inspection or audit during normal business hours, at the County's cost,upon five (5) days' written notice. 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 County, or their agents and representatives. 10. Modification: Additions to, modifications to or deletions from the provisions set forth in this agreement shall be effective only in writing and approved by County. 11. Indemnification and Hold Harmless: The Attorney agrees to indemnify and hold Monroe County harmless for any and all claims, liability, losses and causes of action which may arise out of its fulfillment of the Agreement. Attorney agrees to pay all claims and losses, including 3 related court costs and reasonable attorneys' fees, and shall defend all suits filed due to the negligent acts, errors or omissions of the Attorney employees and/or agents. 12. Insurance. Throughout the term of this engagement, Attorney shall maintain Professional Liability Insurance in the minimum amount of$1.0 million per occurrence. Prior to the effective date of this Agreement Attorney shall provide to the County certificates of insurance. 13. Taxes: Monroe County is exempt from federal excise and state sales and use taxes. 14. Independent Contractor: It is the intent of the parties hereto that the Attorney shall be legally considered as an independent contractor and that neither it nor its employees or agents shall, under any circumstance, be considered servants or agents of the County and County shall at no time be legally responsible for any negligence on the part of said successful responder, its employees or agents, resulting in either bodily or personal injury or property damage to any individual, firm, or corporation. 15. Disclosure: The Attorney shall be required to list any or all potential conflicts of interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinance. The Attorney shall disclose all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interest which may conflict with the interests of the County. 16. Assignment: the Attorney shall not assign, transfer, convey, sublet or otherwise dispose of this agreement, or of any or all of its right, title or interest therein, or his or its power to execute such contract to any person, company or corporation without prior written consent of the County. 17. Force Majeure: The Attorney shall not be liable for delay in performance or failure to perform, in whole or in part, the services due to the occurrence of any contingency beyond its control or the control of any of its subcontractors or suppliers, including labor dispute, strike, labor shortage, war or act of war whether an actual declaration thereof if made or not, insurrection, sabotage, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood, drought, or other act of God, act of any governmental authority,jurisdictional action, or insufficient supply of fuel, electricity, or materials or supplies, or technical failure where the Attorney has exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of this agreement. 18. Governing Law/Venue: This agreement shall be governed and construed by and in accordance with the laws of the State of Florida and constitutes the entire agreement between the County and Attorney. Venue of any court action filed relative to this agreement shall lie in Monroe County, Florida. 19. Anti solicitation: The Attorney warrants that no person has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee and that no member of the Monroe County government or the County has any interest, financially or otherwise in the Attorney or its subcontractors. 4 20. Severability: If any provision of the agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, the remainder of this agreement, or the application of such provision other than those as to which it is invalid or unenforceable, shall not be affected thereby; and each provision of the agreement shall be valid and enforceable to the fullest extent permitted by law. 21. Notice: Any notice required or permitted under this agreement shall be in writing and hand-delivered or mailed,postage prepaid by certified mail, return receipt requested, to the other party as follows: For Monroe County: For Attorney: Theodore N. Goldstein, Esquire Monroe County Attorney's Office Rissman,Barrett,Hurt, Donahue & McLain, P.A. 1111 12th St., Suite 408 Post Office Box 4940 Key West, FL 33040 Orlando, FL 32802-4940 22. Ethics Clause: The Attorney warrants that it has not employed, retained or otherwise had act on its behalf, any former Monroe County officer or employee in violation of Section 2 or 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 the provision, the County may, at its discretion terminate this agreement without liability and may also, at its discretion, deduct from the agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. 23. Public Entity Crime Statement: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a response on a contract to provide any goods or services to a public entity, may not submit a responselbid on a contract with a public entity for the construction or repair of a public building or public work, may not submit responses/bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 24. General Requirements: a) 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) are 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 5 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. b) 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. c) 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. d) Captions. The captions set forth herein are for convenience of reference only and shall not define, modify, or limit any of the terms hereof. e) 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. f) Adjudication 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 confer session between representatives of the County and Attorney. If the issue or issues are still not resolved to the satisfaction of both 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. g) 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 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. h) 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. 6 i) 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 Monroe County. j) 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. k) 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 funds to further the purpose of this Agreement, provided that all applications, requests, grant proposals, and funding solicitations by Attorney shall be approved by the County prior to submission. 1) 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. m) 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. 7 IN WITNESS WHEREOF, the parties have executed this agreement the day and year first above written. Atte Rissman,Barre,t, Hurt, Donahue & McLain, P.A. BY9W f? Witness Theodore N. 6,6ldstein (Print Name:) Annette L. Hill (SEAL) MONROE COUNTY BOARD Attest: AMY L. HEAVILIN, Clerk OF COUNTY COMMISSIONERS Mayor/Chairman B Deputy Clerk MONROE COUNTY ATTORNEY PPROVE T FORM: CYNTHIA L. ALLLL� ASS TANT COUNTY ATTORNEY Date ..._. 8 AGREEMENT BETWEEN MONROE COUNTY BOARD OF COUNTY COMMISSIONERS AND PALLO,MARKS,HERNANDEZ, GECHIJIAN& DEMAY, P.A.,FOR THE PROVISION OF LEGAL SERVICES THIS AGREEMENT is entered into this. ._.day of...,d°' . 'Q'�.:.... ..........�.2013, by and between the Monroe County Board of County Commissioners("County")and Pallo, Marks, Hernandez, Gcchijian &DeMay, P.A. ("Attorney"). WHEREAS,the County wishes to enter into this agreement with the Attorney so that the Attorney will act as private legal counsel to the County; NOW THEREFORE, IN CONSIDERATION of the mutual promises contained herein, the parties agree as follows: 1. Client: The Client is the County, and to the extent ethically permissible, its elected and appointed officers and its employees, unless County advises Attorney otherwise. In the event that the Attorney cannot ethically represented individuals in addition to County, Attorney shall so advise the County of that fact immediately. 2. Attorney: Attorney is the person or firm named above. The Attorney may not delegate or outsource this work without the prior written consent of the County. 3. Term: This Agreement is effective upon execution by the parties. The representation shall continue until terminated either by the Attorney or by the County. The County's performance and obligation to pay under this agreement is contingent upon annual appropriations by the Monroe County Board of County Commissioners. 4. Scope of Work: Attorney shall provide legal services and advice to the County regarding workers' compensation clams,investigation,research and litigation as assigned to the Attorney by County. Attorney will be assigned new claims by the Sr. Administrator of the Benefits Department of the County from time to time. a. Professional ability to perform work: Attorney warrants that he or she is authorized by law to render services for the scope of work set forth in this paragraph. The Attorney further warrants that all of the approved timekeepers listed below are authorized by the Rules of the Florida Bar to engage in delivery of legal services described herein. If Attorney is a member of a law firm, as partner, shareholder, associate or other relationship,Attorney warrants that he or she is authorized to enter into this agreement by Attorney's firm. b. The Attorney is responsible for managing the matter cost-effectively and competently, e.g., by ensuring that the authorized timekeepers are competent, properly supervised, efficient, and in compliance with the terms of this Agreement as well as ethical obligations. 5. Hourly rates and timekeepers: Hourly rates for attorneys and additional timekeepers will be set as follows: 1 Attorneys Billing Rate Keith R. Pallo $125 Daniel J. DeMay $125 Stephen A. Smith (subrogation only) $175 Paralegals Billing Rate Annette Hendry $75 Kimberly Legienia $75 Andrea Bailey $75 6. Special Conditions Regarding Representation: a. Attorney has been retained by County to provide the scope of services described in Section 4 above. Attorney represents that 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 shall apply to those matters as well,unless a separate Agreement is required by the County. b. Review of ethical obligations 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,to representing County. If 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. 7. Payment: 2 Payment will be made upon receipt of a proper invoice with documentation of services rendered,pursuant to the Florida Local Government Prompt Payment Act. a. Fees: Attorney shall provide a general description of the matter;clearly identify each person performing services, record the time expended by each person separately; state the amount of time expended by each person daily(and, within each day,broken down by task where more than one project or task was worked upon within the same day); describe within each itemized daily task entry, in sufficient detail to readily allow the 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. Billing shall occur in increments of 0.1 hours. b. Travel expenses will be reimbursed in accordance with the applicable provisions for"approved travelers"of the Monroe County Code, and will be summarized on the Monroe County Travel Form with all applicable receipts attached thereto. Travel shall be billed from the firm's office closest to the hearing or deposition. C. Reimbursable expenses: Court filing fees and costs, witness fees (including experts and consultants),and court reporter fees. d. Non-reimbursable expenses: All other costs will be non-reimburseable, including but not limited to postage,photocopying, facsimile,telephone charges, courier charges, computerized research, facsimile charges. 8. Termination: The agreement can be terminated by either party with or without cause with 90 days prior written notice. 9. Records: Attorney shall maintain all books, records, and documents directly pertinent to performance under this Agreement, for a period of three(3)years after termination of representation. County shall have access to such books, records and documents for the purpose of inspection or audit during normal business hours,at the County's cost, upon five (5)days' written notice. 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 County, or their agents and representatives. 10. Modification: Additions to, modifications to or deletions from the provisions set forth in this agreement shall be effective only in writing and approved by County. 11, County harmless Indemnificationfor any and old claims, a Harmless: le the Attorney agrees to indemnify and hold Monroe liability, losses and causes of action which may arise out of its fulfillment of the Agreement. Attorney agrees to pay all claims and losses, including related court costs and reasonable attorneys' fees, and shall defend all suits filed due to the negligent acts, errors or omissions of the Attorney employees and/or agents. 3 12. Insurance. Throughout the term of this engagement, Attorney shall maintain Professional Liability Insurance in the minimum amount of$1.0 million per occurrence. Prior to the effective date of this Agreement Attorney shall provide to the County certificates of insurance. 13. Taxes: Monroe County is exempt from federal excise and state sales and use taxes. 14. Inde1,1en4ent Contractor: It is the intent of the parties hereto that the Attorney shall be legally considered as an independent contractor and that neither it nor its employees or agents shall, under any circumstance, be considered servants or agents of the County and County shall at no time be legally responsible for any negligence on the part of said successful responder, its employees or agents,resulting in either bodily or personal injury or property damage to any individual, firm, or corporation. 15. Disclosure: The Attorney shall be required to list any or all potential conflicts of interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinance. The Attorney shall disclose all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interest which may conflict with the interests of the County. 16. Assignment: the Attorney shall not assign, transfer, convey, sublet or otherwise dispose of this agreement, or of any or all of its right,title or interest therein,or his or its power to execute such contract to any person, company or corporation without prior written consent of the County. 17. Force Majeure: The Attorney shall not be liable for delay in performance or failure to perform, in whole or in part, the services due to the occurrence of any contingency beyond its control or the control of any of its subcontractors or suppliers, including labor dispute, strike, labor shortage, war or act of war whether an actual declaration thereof if made or not, insurrection, sabotage, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood, drought, or other act of God, act of any governmental authority,jurisdictional action, or insufficient supply of fuel, electricity, or materials or supplies, or technical failure where the Attorney has exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of this agreement. 18. Governinf Law/Venue: This agreement shall be governed and construed by and in accordance with the laws of the State of Florida and constitutes the entire agreement between the County and Attorney. Venue oi'any court action filed relative to this agreement shall lie in Monroe County, Florida. 19. Antisolicitation: The Attorney warrants that no person has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee and that no member of the Monroe County government or the County has any interest, financially or otherwise in the Attorney or its subcontractors. 20. Severability: If any provision of the agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable,the remainder of this agreement, or the application of such provision other than those as to which it is invalid or unenforceable, shall not be affected 4 thereby; and each provision of the agreement shall be valid and enforceable to the fullest extent permitted by law. 21. Notice: Any notice required or permitted under this agreement shall be in writing and hand-delivered or mailed, postage prepaid by certified mail,return receipt requested,to the other party as follows: _ Keith R.�Pallo, Es..__. e _ roe 11 County: For. Attorney. Monroe ' County Attorney's Office Q' Pallo,Marks,Hernandez,et al 1111 12a' St., Suite 408 Key West,FL 33040 4100 RCA Blvd.,Suite 100 Palm Beach Gardens, F!33410 22. Ethcs,Clause: The Attorney warrants that it has not employed, retained or otherwise had act on its behalf,any former Monroe County officer or employee in violation of Section 2 or 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 the provision,the County may,at its discretion terminate this agreement without liability and may also,at its discretion,deduct from the agreement or purchase price,or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. 23. Public Entity Crime Statement: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a response on a contract to provide any goods or services to a public entity,may not submit a responsc/bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit responses/bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in section 287.017,Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 24. Generalw.Real,uire»>ents: a) 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) are 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 5 been paid in full. b) 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. c) 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. d) Captions. The captions set forth herein are for convenience of reference only and shall not define, modify, or limit any of the terms hereof. e) 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. t) Adjudication 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 confer session between representatives of the County and Attorney. If the issue or issues are still not resolved to the satisfaction of both 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. g) 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 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. h) 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. i) 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 6 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 Monroe County. j) 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. k) 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 funds to further the purpose of this Agreement, provided that all applications, requests, grant proposals, and funding solicitations by Attorney shall be approved by the County prior to submission. 1) 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. m) 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. 7 IN WITNESS WHEREOF,the parties have executed this agreement the day and year first above written. AttuM: Pallo,Marks,Hernandez, Gechijian&DeMay,P.A. By Witness (Print Name.) K 9. k 4 .N r411 0 ... ....._.. . (Print Name:) - ��� " . : .: ... .w. (SEAT.) MONROE COUNTY BOARD Attest: AMY L. HEAVILIN,Clerk OF COUNTY COMMISSIONERS Mayor/Chairman By _ Deputy Clerk . . .... _...�.. MONROE COUN"I'°Y ATTORNEY A �ROV DkA T F RM: 4YNTHIA L. AL ASSIS NT COUNTY ATTORNEY CERTIFICATE OF INSURANCE This CERTIFICATE is issued as a matter of information only and confers no rights upon the Certificate Holder. This Certificate does not affirmatively or negatively amend,extend or alter the coverage AFFORDED by the Policy listed below. This is to certify that the policy of insurance listed below has been issued to the Named Insured captioned below,for the policy period indicated.Notwithstanding any requirement,term or condition of any contract or other document with respect to which this certificate may be issued or may pertain,the insurance afforded by the policy described herein is subject to all the terms,exclusions and conditions of such policy. The limit shown below may have been reduced by paid claims. PRODUCER: The Plus Companies, Inc. 520 U.S. Highway 22,P.O.Box 6920 Bridgewater,New Jersey 08807-0920 Fax: (908) 685-7655 Phone: (908) 685-7650 NAMED INSURED: CERTIFICATE HOLDER: Pallo,Marks,Hernandez,Gechijian&DeMay,P.A. Monroe County Board of County Commissioners 4100 RCA Blvd 1111 12�`Street Suite 100 Suite 408 Palm Beach Gardens,FL 33410 Key West,FL 33040 Attn: Certificate Holder COMPANY PROVIDING INSURANCE: Westchester Fire Insurance Co TYPE OF INSURANCE: Lawyers Professional Liability Insurance POLICY NUMBER: G26616505002 POLICY PERIOD: 12/13/2012 to 12/13/2013 CURRENT LIMIT: $2,000,000.00 Per Claim/$4,000,000.00 Aggregate RETROACTIVE DATE: 06/01/1997 DEDUCTIBLE: $5,000.00 Aggregate CANCELLATION: Should the above described policy be canceled before the expiration date thereof, the Company will endeavor to mail 30 days written notice to the certificate holder named above, but failure to mail such notice shall impose no obligation or liability of any kind upon the Company,its Agents or Representatives This certificate of insurance neither affirmatively nor negatively amends, extends, alters the coverage afforded by the above captioned policy. 2/5/2013 ��-I�6, '�<� Issuance Date u onz resen e