Item P09 P.9
County of Monroe P W
;� w 1rJ� BOARD OF COUNTY COMMISSIONERS
r,�� Mayor Craig Cates,District 1
The Florida Keys Mayor Pro Tem Holly Merrill Raschein,District 5
y Michelle Lincoln,District 2
James K.Scholl,District 3
Ij David Rice,District 4
County Commission Meeting
January 18, 2023
Agenda Item Number: P.9
Agenda Item Summary #11594
BULK ITEM: No DEPARTMENT: County Attorney's Office
TIME APPROXIMATE: STAFF CONTACT: Bob Shillinger(305) 292-3470
n/a
AGENDA ITEM WORDING: Approval of the First Amendment to the outside legal services
Agreement with Bryant, Miller& Olive, P.A., dated July 29, 2020, for the purpose of 1) eliminating
the $49,999.99 limitation on expenditures and 2) ratifying the County Attorney's assignment of
public private partnership proposal by Fortress Secured, LLC to build a replacement Fire Station 410
to the firm.
ITEM BACKGROUND: The County retained the services of Bryant, Miller& Olive, P.A.
(`BMO") in 2020 to represent the County on legal issues arising from an unsolicited proposal by
SPGL, LLC ("SPGL")to build and manage 20 units of affordable rental housing on the Trumbo
Road Property and to provide 14 additional affordable rental apartments on Stock Island for use by
employees of the Monroe County Sheriff's Office. Attorneys with the firm have extensive
experience with the development of public projects utilizing the F.S. 255.065 process.
The original agreement was prepared by the County Attorney and executed by the County
Administrator pursuant to the authority the Board delegated to the Administrator in Section 2-
58(b)(3) of the County Code. That ordinance limits expenditures to $49,999.99 for such contracts.
That agreement also authorized the County Attorney to assign additional matters in writing to the
firm to handle on behalf of the County. In an email sent May 11, 2022, the County Attorney
authorized BMO to represent the County in a new matter after Fortress Secured, LLC ("Fortress")
submitted an unsolicited proposal to design, build, and finance the construction of a replacement for
Station 410 in April of 2022. Station 410 is currently owned by the Sugarloaf Volunteer Fire
Department, Incorporated. The Board approved soliciting competing proposals on April 20, 2022
and later approved negotiating an agreement with Fortress on July 20, 2022 after no competing
proposals were received.
BMO has been diligently representing the County's interests in connection with the SPGL project
since 2020 and the Fortress project since May of 2022. As a result, the $49,999.99 cap on
expenditures has been reached. Therefore, the County Attorney proposes that the Board approve the
First Amendment to the Agreement to remove the "not to exceed amount of$49,999.99" set forth in
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P.9
Section 6. Additionally, the County Attorney seeks the Board's ratification of his assignment of the
Fortress matter to BMO.
PREVIOUS RELEVANT BOCC ACTION:
4-20-2022 BOCC gave direction to advertise an unsolicited public,private partnership (P3)
agreement after receipt of a P3 proposal for Fire Station 410.
7-20-2022 BOCC approved negotiation of an agreement with Fortress Secured, LLC to design,
build and finance a new fire station at the current location of Fire Station 410.
9-22-2022 BOCC approved a Site Access Agreement with Fortress Secured, LLC.
CONTRACT/AGREEMENT CHANGES:
Yes
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
First Amendment to Agreement Between Monroe County and Bryant, Miller& Olive, P.A. for Legal
Services [BMO Executed] (1-18-23)
Bryant Miller Olive 07 29 20
FINANCIAL IMPACT:
Effective Date: 1/18/23
Expiration Date: No.
Total Dollar Value of Contract: To be determined
Total Cost to County: To be determined
Current Year Portion: To be determined
Budgeted: Yes
Source of Funds: 304 funds
CPI: None provided for
Indirect Costs: n/a
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: no If yes, amount:
Grant: no
County Match: n/a
Insurance Required: Professional liability $20million/claim; $40million aggregate.(updated
insurance provided after approval)
Additional Details:
Yes.
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P.9
O1/18/23 304-24000 - GEN GOVT CAP PROJECTS $100,000.00
REVIEWED BY:
Bob Shillinger Completed 12/27/2022 11:47 AM
Purchasing Completed 12/27/2022 12:11 PM
Budget and Finance Completed 01/03/2023 9:18 AM
Brian Bradley Completed 01/03/2023 12:14 PM
Joseph DiNovo Completed 01/03/2023 1:39 PM
Lindsey Ballard Completed 01/03/2023 2:25 PM
Board of County Commissioners Pending 01/18/2023 9:00 AM
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FIRST AMENDMENT TO AGREEMENT BETWEEN MONROE COUNTY
AND BRYANT MILLER OLIVE, P.A. FOR LEGAL SERVICES
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This Amendment is made and entered into this 18th day of January 2023, by and between the
Board of County Commissioners of Monroe County, Florida as the legislative and governing
body of Monroe County, Florida ("County") and Bryant Miller Olive, P.A. ("Attorney")
(collectively, the "Parties"), to the Agreement by and between the Parties ("Agreement"). .
WHEREAS, on July 29,2020, the Parties entered into an Agreement for the provision of legal
services; and
WHEREAS, Paragraph 2 of the Agreement provides that the Attorney would perform legal
representation for the County in connection with the unsolicited proposal submitted in April
2020 by SPGL, LLC, pursuant to Section 255.065, Florida Statutes, to provide and manage
workforce housing for public employees in Monroe County, Florida; and
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WHEREAS, Section 6 of the agreement stated that the "total dollar amount of this contract
shall not exceed $49,999.99 without prior approval of the County Commission;" and
WHEREAS, on or about April 1, 2022, the County received an unsolicited proposal from
Fortress Secured, LLC ("Fortress") pursuant to Section 255.065, Florida Statutes to design,
build, and finance the construction of a replacement for Fire Station #10 on Sugarloaf Key,
Florida; and
WHEREAS, Subparagraph 4(3) of the Agreement authorizes the County Attorney to assign t0
additional matters in writing to the Attorney if acknowledged by the Attorney in writing; and 0
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WHEREAS, the County Attorney assigned the Fortress matter to the Attorney via email on
May 11, 2022, and the Attorney acknowledged the assignment via email dated July 20, 2022;
and
WHEREAS, the parties wish to amend the Agreement to remove the $49,999.99 limitation
on expenditures and ratify the assignment to the Attorney to perform legal representation for
the County in connection with the unsolicited proposal submitted on or about April 1, 2022,
by Fortress Secured, LLC similar to the legal representation that the Attorney previously
provided relative to the unsolicited proposal submitted by SPGL, LLC to provide and manage
workforce housing for public employees in Monroe County, Florida; and
WHEREAS, the fees associated with the legal representation of the County by the Attorney
relative to both the unsolicited proposal submitted in April 2020 by SPGL, LLC and the
unsolicited proposal submitted on or about April 1, 2022, by Fortress Secured, LLC have
exceeded the total dollar amount set by Paragraph 6 of the Agreement without prior approval
by the Monroe County Board of County Commissioners.
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NOW THEREFORE, in consideration of the mutual covenants and provisions contained _
herein, the parties amend the Agreement as follows:
1. Paragraph 4 of the Agreement is revised to add new Subparagraph 4(4) to provide as
follows: �i
4. The unsolicited proposal submitted on or about April 1, 2022, by
Fortress Secured, LLC to design, build, and finance the construction of
a replacement for Fire Station #10 on Sugarloaf Key, Florida. .2
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2. The prefatory subparagraph in Paragraph 6 is revised to remove the not to exceed
limitation of$49,999.99 and to provide as follows:
ATTORNEY shall submit to COUNTY invoices with supporting
documentation acceptable to the Clerk on a schedule as set forth in the contract.
Acceptability to the Clerk is based on generally accepted accounting principles
and such laws, rules and regulations as may govern the Clerk's disbursal of
funds. All services provided with respect to this agreement will be billed on a
current basis with monthly invoices sent to COUNTY that will contain full
detail as to the specific effort, hourly rates and reimbursable expenses incurred
by ATTORNEY on behalf of the COUNTY.
3. In all other respects, the Agreement between the Parties, as amended remains the same
and in full force and effect.
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In WITNESS WHEREOF, the Parties hereto have executed this First Amendment to _
the Agreement on the day and date first written above.
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(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest: KEVIN MADOK, Clerk OF MONROE COUNTY, FLORIDA
By: By:
As Deputy Clerk Mayor Craig Cates
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Date: Date:
BRY a a P.A. a hawNROE G�O,U NTY^TTOMNEY'S 10FRICE
APPROVED A!S TO FORM
By: By+Fr pdorfaxp J Spprifgp v at I:24 pall IIII113123 q
.......��w 'Ip TAW COUNTYATTORNEY �
quire DATE: 1-0 i 2023
Authorized Representative
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Date: January 3, 2023
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Monroe County Purchasing Policy and Procedures
ATTACHMENT D.5
COUNTY ADMINISTRATOR
CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN 50,000.00
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Contract with; „ �y9 Contract
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Contract Purpose/Description:
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Contract is Original Agreement
Co�tra�t Arrtot�d rat �t r�saor� �r��wal 2
Contract Manager
(Name) (Ext.) (Department/Stop#) �
CONTRACT COSTS 0
Total Dollar Value of Contract: ✓"' `°%' " ' /f Current Year Portion: �'%%%/i`%' it
roust be less than$50,40€1 � �,' PaV (if multiyear agreement then
requires BC)C;C approval,unless the /
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Budgeted? YesN1 No ❑ Account Codes;001 -6 1453 3 9
County Match; - - - -
ADDITIONAL COSTS
Estimated Ongoing Costs: /yr For; CN
loot included in dollar value abovel te.g.Maintenance,utilities, anitorial,salaries,etc.)
CONTRACT REVIEW �
Changes
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De artment Head � � Yes No ,,,.,,,. �
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County Attorney Yes No® See above.
Risk Management YeS NoN/A E
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O.M.B./Purchasing7/28/20 Yes No C1%WCSrmal3v'i.G" 7/28/20
Comments:
Revised BOCC 3/1 /2020
Page 83 of 101
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P.9.b
AGREEMENT BETWEEN MONROE COUNTY AND
BRYANT MILLER OLIVE P.A.
THIS AGREEMENT is made and entered into this m lay of,, , 2020, by and between the
BOARD OF COUNTY CONEWISSIONERS OF MONROE COUNTY,F ,AOR1DA,("COUNTY"), a
political subdivision of the State of Florida whose address is 1100 Simonton Street, Key West, Florida
33040, and BRYANT MILLER OLIVE P.A. ("ATTORNEY")regarding the retention of ATTORNEY by
COUNTY to provide legal advice and services.
WHEREAS, it is in the public interest of COUNTY to have legal representation as set out below,and
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WHEREAS,the ATTORNEY has agreed to provide legal representation to the COUNTY as set forth herein. U
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NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the
parties agree as follows: U)
1. THE CLIENT
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The Client is the COUNTY, acting by and through its duly elected and appointed officers and its
employees.
2. THE ATTORNEY
ATTORNEY is a Professional Corporation that is registered as a Florida Profit Corporation named above
and whose legally authorized signature appears at the bottom of this Agreement. ATTORNEY is licensed to
practice law in Florida. ATTORNEY has been retained to provide representation to Monroe County in
connection with the unsolicited proposal submitted in April 2020 by SPGL, LLC to provide and mange
workforce housing for public employees in Monroe County, Florida. ATTORNEY may not outsource this 0)
work without full written disclosure to,and prior written approval from,the COUNTY acting through the County
Attorney.
3. TERM OF AGREEMENT
This Agreement and representation by ATTORNEY is effective upon execution by ATTORNEY
and acceptance and approval by COUNTY in accordance with COUNTY'S policies, ordinances, or
governing statutes. The representation shall continue until terminated by either the COUNTY, or by the
ATTORNEY in accordance with ethical requirements and/or the terms of this Agreement.
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4, SCOPE OF THE WORK
Our representation is limited to providing legal services and advice to Monroe County, Florida
("Client") in connection with:
1. The unsolicited proposal submitted in April 2020 by SPGL, LLC to provide and mange
workforce housing for public employees in Monroe County, Florida("Project");
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P.9.b
2. Consultation on Labor and Employment matters but no litigation without prior written
approval by the County umnty Attorney; and
. Any other rmnautteir assigned in writing by the County Attorney and acknowledge in writing
by the ATFORNE ".
4.1 Professional abilltv to gLf orm work' imntimemnt of contra t innaamnan r
ATTORNEY warrants that he or she its authorized by law to engage in the performance of the
activities Ihneireamn described, subject to the terms and conditions set. forth in these contract tlm currnernts.
ATTORNEY shall designate Kenneth mneth „ .Aartatn, as the contract ct manager and shall at all times excircise
independent, professional judgment and shall assurne professional responsibility for the services to be
provided. ATTORNEY warrants that the authorized time keepers areauthorized by laavv and the Rules andU
Regulations of The Florida Bar to engage in the 1perfoirnkk n e of the activities encompassed by this
Agreement. 2.1
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.� laurnau �mmn�mmt m�Ctlmmn� I�e� ers ��4
ATTORNEY is responsible for managing the matter cost-effectivelyand competently, e, ., by 0
insuring that additional tommne-keepers are competent,1propeirly supervised,efficient,and in compliance with.
the terms of this Agreeirnent as well as with all ethical obligations set forth in the Rules of Professional
Responsibility of the Florida Bar.
5. REVIEW OF ETHICAL OBLIGATIONS AND POTENTIAL CONFLICTS OF INTEREST
BEFORE INITIATING REPRESENTATION
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ATTORNEY has conducted am thorough investigation and determined that neither ATTORNEY nor his
or heir fin-n h s any ethical impediment, real or potential, including but not limited to conflicts of interest, to
representing COUNTY. To the extent that any ethical impediment, ireal or potential, is discovered or ever cam
arises, CAI NEY shall irmnmmnediaately inform COUNTY in wratamng of the impediment(regardless of whetherCN
ATTORNEY believes One or sloe has taken all steps necessary to avoid the impediment and regardless of whether �
ATTORNEY believes that die innnpedim ent is insubstantial or questionable),make full disclosure oftlne situation �
to COUNTY,obtain OU ' express,written consent to continue the representation of the other client,and
take all other reasonable steps to avoid or rmnita aate the impediment. Notwithstanding the foregoing, COUNTY
understands and agrees that ATTOPd4EY may in the futuure---al"ter this agreement has terminated m ire presemnt clients
before COUNTY Y in unrelated matters.
6. PAYMENTS TO ATTORNEY
ATTORNEY shall submit to COUNTY invoices with supporting docuuir nemntaution acceptable table to the
Clergy on au schedule as set forth in the contract. The total dollar amount of this contract shall not exceed
9,999,99 without (prior approval of the County Commission. Acceptability to the Clerk is based on
generally accepted accounting principles and such Ilaws, rules and regulations as may govern the Clerk's <
disbursal of funds. All services (provided with respect to this agreement will Ihae billed on a current basis
with monthly invoices sent to you that will contain full detail as to the specific effort, hourly rates, and
reimbursable expenses incurred by ATTORNEY on COUNTY' behalf.
6.1 r�t�rrrne ° mjfftrumrl
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ATTOR14EY will be Paicl for 1-fis cw lwnr services base1rJ on fllu:!; nilmber of hc)i1iirs exPencled cm belalfc)if
COI JP14TV (irc)unded to the inearest tenth hcn,ir far each tirnic,, entiii-°y), not to include time bHhable to cW
by oildheric[ients,mulliplic!d by hourly rate.Thc fdlowing vnininrann billing,
'W1111d timir:&ex:,,,peir reiqiurrernieiiiiss arc," as c°ondifiicm I)recedent to palyrneira I)y the COUNTY.
6.12., Mon billc&le (irrie
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ATTORNIE"ir wilFbill only for fit-ne reasonatfly and nec.lessarfly incurn:1.11d to
ser,vices on C1011I fNMY-J13' 1nelvalf in accc)rdair%c:;e ividh thl,,,; A ne ari ubut,b l e u, billing cluest i ons gii�%-ret-rtent. Tir
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is not bfllaNle Time b, tir-ne-keepers whc) havc- not becm, ap rcweid Iby C101I.J114TY is also r1ot
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'billable,,
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6.3. Hour1j, R.aics,,, nd -.s hourly irates U)_L_L_hqw,�
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Fhe A17T()RP,4,EY has ai..�,reicx! to urantes as more fully !,,-;et furthbdc:rw:�
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a Pirovied Tbmie IIlKeiepersi:
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Keriiiiniethi R. Artin Attorney $400 C� E
FZ,obcrt C. Reid- Attoirney $4,00.100
F'redcfficic .J. Spitingeiii"...- Attoiroc,,, !34.00.11DO
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David Millf,:T— ?!'4,uc)irney S4,00.10(1)
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Panak: urmC b 100.100
Clerk's (.0.100 0
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"With the 'viritten ot"the ("'ounty Aiiaornqy, i,,,iddifilorual firne keeperK,.--, may bay;
ii.ailized by andbille(i at the Followinf.7 rales:
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s $40110M,'Y
Paralei..pah., $1 U.) 010
Clerks $100.0110
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�Each ear after'202 1, the r�,,,iteswill incre,,ascl. ,,t raille of 51,,�,o per year, If id�e Prc:�jec'llt is orli-gic..)ing,
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after 2021, the ATTORPNE"Y.' iwill sc! ^lk: arum arneridmiera to (his )-kigiii-eement. if,:) ad I
0 jt,ist fl,e rz te%
accx)rdinal,ly. The Project ls budgeted at a riot to exceed ,.xi-nount of$45,011(M.100, c:rver uvvir,.) , hases,
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Phaise oiii--lewill fc,,oveir throuch the executiorii of an (eirtu silef'.-trvvith SPG1 L,LI !. With rJ bUcl,get of
$15,001() (37.5 houni). 11-11hi.,ise Vixovvill cover through the ci raft in and execuutir,:)in (,::&final 9=
a -- a btu.1get of$30,000 (T5 If, at the end or N�.:ise, orle it appears that 0
greertient(s), with P E
phwie vvv(,-) ,wi11A tv rnurc�,. thainartficipatec], AT-F1(")Rr1"4[E"1( will seek priorappiroval icd' u
the Board Of('.`OUnt,,.Y Cornrnis,,�.-;iun to increase ttwe not
,6,TTCIART,IEY ivflA cAargc nf,:) more th;an the houdy ii"are quou.:,.,,d;,,6o,ve th,W'm)Llglll'rOalti1'ieldiiijrat'ion ref the
aiatteir, iinless fatherwise agnxd in wr-ifing and approved by ODUPMY in thesaxne rnannera,;; Agreeivneint,
IC lw 11,loiuwly rate Lobe ch,,,kinged by VIhile-laivyers aird ninale! alsiare irt-viewed annLudly zirild should A"TTIORNIE"Y.'
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cleterimine that as rate,ad ustmeirit is warnu ntecl for en gra gement the will be notified lire advtvncf,:�
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of any char%ge.
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A. IDiso.onuarns to od-iier Clients
The rates set forth above may be dism)unted rates from the current hourly rates charged to
(::)flher clients of ATTORNEY. ATTORNEY has agree(.1 flhat these are special rates applk:mble ihun
the COUNTY' for this particular maatter.
6.5,..'ri.me keep.,
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As used in this Agreement,the teran "time keeper" shall include A 17ORNEY and other A r7ORNEYS
and individuals identified iri paragraph 6.3 of this Agreement who will 1 e providing services under this 0
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Agreement and who will bill the COUNT-Y for tl-iieiv-services in accordance with this Agreemenit. U)
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6.5 L Du ficafion of effort 0 WIL,g ii i enon
Unless CMJNTY' approval is obtained, ATTORP4EY will not have more than one thane-keeper bill 0
for ap .2
pearances, attendance al. depositions and meetings, including nleefiri�gs with COUN'ry 0
represenkatives, and iriternal confereinces. However, with a(.1vaivice JNTY approval, ATTORNE"Y may
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have rnore than one fime-keeper Presevu at the hearkiigs in this matter and each attorney aw.] timekeeper 0
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shall be paid at their rate established in pairagraph number 6.3. In the event that rnore than one person 'a
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attends, ov-dy the time of the person with the highest rate will be billable. ATTOIZVEY is not permitted to 0
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use this matter t.o provide oin the job training for a firne-keeper.
Approvall for action on the pain of the ATTORNE"Y may be accompli4iied by letter, ernail, or U)
verbally by the County Attorney or his/her designee, if verbid approval is givian the attorney inay verify o
that approval by email to A170RNE'Yor CLERK(as necessary for billing purposes),.
6.5.2. !g.hN:!-.g
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Time-keepers approved by the COUN'ry are listed in paragraph 6.3 ofthi!s Agreement, avid may be
anwinded from time to time, upon munial agreement of the COLUNTY and the ATT'ORNEY, to evidenice the
die n-current circumstances.Additional tiaw-keeperi may be added by amendment to this ap greerrient and approval 0
by the Board of County Commissioners. Irii the event that additional tivne keepers pro vidirig services,wl,iiich are
to be billed to COLJIsUY,are to be mfde�.J,then their hourly raies shall be provided to COUNITY in advance, and,,
upon written approval by the COUN'T"Y, their rates and billing priictices shall coniply withl the requirements of
this Agreement. COUN IY expects to rii:ceive discounts or other cance.,!;;;ions so diaar any increases or
changes in time-keepers will not result in unnecessary or unreasonable charges to COUPITV, e.g., for
training, interii-iial c.:oriifereriices, and inlarilagernerilt.
6k. Existing-AgrLRar� E
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Tb the extent the ATTORNE"Y' rnakes use of"existing work product, e.g, in flhe form of research
pre,viously perforinied ftwaviother client, then AT70R.NEY sh,'ill bill only that time experiided in using that
work product for COUNTY., hi other won-.1s, rio prerniurn, rnarkup, or other adJustr-nent shafl be n-iiade to
COUNTY bill for time spent on work already perforinied.
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7. B[LL,P1,,[G OF" FIEESAIN111101 EXPENISES
..........................................................................................................................................................................................................................—
)k FFC)FZD4EY shall fi,:-,,ornply with the fi:11o,wingIn'equireinents us u.) billing fees i'm(.J expeirm.:!;s zts as
�111 1� "' 't bil condifloiri precerIent t�,:) to pay eaf,h k
T 1. hL[orOdy. . ilb;
[Jnliess; agreed it-iii a wrifirii,u signed by the COUINMY,bilhs,shfli Ill e issue d miunthly b,, A1710111,11EY
Withini lm itnem.mn (l5) clays after the close ofeacf% monith. A,71 OIIP;',PIIIE-"V unider'suands thut COUP,7"Y reliquires
rorr� t b N in tofiacilitate eff'e'f,.:t'rve niana erneni. m.:)f the r and feres.
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72. Bill format 0
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A"'17ORNIE"Y' shall provide detafled, iternizelir.1 lbi'Hs ,whidh shall,tl a rninIFTIVIME
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genera� descit"i, fion of the, unatter, Lo inc�k,ur]e the ii�taiirne �.Yf the com,,ii"rY depairun IA �r
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fzo!IrMiUifioinaK ll Officeir, if'not in([ cialled in the fide r,:ff the imatt lu Iforvvfrich k:"'gal servic:es are being perforwried
(e.g. Richard Roe v. Mon roe ICounnty—EEOCI,ain-nl);as desf.:,,,fipfion fi.:)f fliework,� 11perfoit"uied inneiru,::�ufrh detail S.:)
CII-u,ueach itern is disfinlinalh.;h krtWe from otht:!,r liste"d itenirs arur !.;kjjf I,()(jetern,fine CII'I�ie.1 fif.:,:ient u:) aflow COUNTY' E
Tweessity for and �o:fthe t1i me expenided, the s(.;�rvices perforrned, the piro ef.t or u1sk each
seiiivia.'Ilell reAatewa u), the SUbjectanid purpo,,;e of each service, and the namf.,-,s f,::&otht:rs wh i) wt:ire prc�scnnt or E
cuiurriunifi..':ated with ii'iii the u:wii�-'se of pieirff,)t--ming the servif,.:t, For example, simply the wcwd "iresc,arf,.1,h" is
more devail abc"It tho t' pe of deterrnined!by CINe resetkrclh is ne�.:�essary.
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T2.2 Persormel
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C,Iearly lidienifiify each firnf..",keqpenr pW,w`iidforrniwa services in conjunctkYn with each eintry,, Ck:mrl' 0)
w Y C14
identifly ,Al persons who art, not ful1[4in-ie Lawyers ern, loyed by the A'170WINIEV'S fii"rn (includiric,
p
paralega[Is,eirnployee�s of,Kra)RINIE"Y wi(h Cheir subicoii�'iaiir�ctors,ini lepet'i�ident contractors, lerniporall'Y as
arx.] outsout-cing pr(,:widers). N,:',Ilrsonn6l whf,) iirc n,ut lisu:d ama additioii�ukl Mfll not Mine
0
[-61k] ap1prove(I it-ii win[Jing%,irkdeir the requirt-,ments a.:&thi,,..; Agreement,.
7,23 TsM9,R,,ef,.-ards
...........
P1,1,ecord t4e Orne t�,xpenir.,Iedby eztch In thase situatif,:ms w here the miniiniuIIIII
bifling im::iirernent theactuiud fiime., !,,-;.;PeinI, ona task and of these "Ininor"' uusks dre peii�-Ioii�°iimed,
it is ex ecte�..j diat senrvicf,:"�s wi'Wbe aggre"g au'."d itnt"H Lhe u3tal acuj,,,:d firne spent ineets(11he iniinin iluniii bilh rt
ca
E
7�2.4 Total s and B,y :DIA
State the&n'iiou.tnt of firne eq.)iended lny each Itirrwmkeepf.wr broken down fi)r each ua:alk.
7.;'?.' 5 &.'I'Mrnary p.................................................... ....
150310(05/0 116,;1161[7,DOCkv 11 5
Packet Pg. 2984
It is understood that the billing rate,is a per hour as set foll1rh in paragraph number 63. In as summary
at the beginning o.)r end of the bill, provide the current hourly rate for each time-keeper,the to lime billied
by each time keeper in that bill, the product of"the to tirne and hourly rate for e,-,,,ich firne.keeper, fl-iie to
charged, and are relconciliationi between the annount char-Cd and any applicable estimated or budgeted
amount, lby tan sL In addition,each monthly statement should show the aggregate billking for that rinatteir from
the coin rnence rnem t of the inauer through the currenfly-billed month.
'73.Expenses
COUP4TY will pay the actuall, reascmable cost of the fc0lowing experise items if incurred in
accordance with the guidelinii..,s below (a copy of the form used by the Counly may be provided for your
convenience) and promptly itemized in ATTORNEY'S monthly bill: 0
U
U)
7.3.1 R.e ii.r.lihM�.-..s ah.11 e.,We nstn,
............................................... . .....
Actual cost for necessary long distance telephone calls, lelecopying at $25 pii.-r outgoing page, U)
overnigl-a or expedited aJefivery, couriers, photoc!opying at $.15 per page, postage, court fees, and offiier 0
expenses as in as by COI JNTY. In order to rec:eive reirribursernerit Atto riney must auach copy .2
0
of invoice from oveirnigl-a,or expedited delivery,couriens, Icnig distance carriers and indicating which calls
are related to this agrcernent. All charges shall be reasonably documented on invoices to dernonstrate that
the chiirge is related to t1his,,iigrf:ement. E
7.3.1.1. Ex
;reedited.: om enie r�,n�rser�vics E
U)
A FTORN EY is expected to au-aroma using expedited or ernergency services,such as express delivery T_
o
services,couriers,u.-.,iii.,copying, overfime,,,ind so on, unless necessary because of unexpected developments
or extrennely short deadline%. COUN rY iranaay refuse to pay for,,any such expenses when incurred routinely
cn°because ofAlTORD4EY'S fai lure to mamacre the matter efficiently.,
9P C14
0)
7,1 12 Cor p..!j!gjzed research C14
............... I
A77011P't,41EY is expected to use computerized research servicc:s cost-effec-tively to reduce time-
0
sproent orii researc1h, for example, while closely monitoring computerized research to insure that the charges
are rreaasonaable and necessary..ATT0RNEY is expected to pass through to CO(NTY ainy discounts or other
arrarkngeirnents that reduce the cost of(..1,ornpweY-i7ec1 servk:�es. All charges shall 'bay reasonably documeraed
Juan invoices to demonstrate that the charge is related to this agreement.
73,1.3. Photoco MiU2=
A 1-1"ORNEY is encouraged to use outside copyinig services if this will re�.Juce the cost of large- E
volume copying, pir(::Pvided tha t. these expenses arts efficiera, cost effec:tive, and incurred and billed in
accordance with this Agreement., A rTORNEY is responsible for insuring that all copying cornplies with
copyright obligations.All charges shall be dociamented on invoices to demonstrate that the charem is related
to this an, reennent.
1150110/090 1164116 117,DC)CX v 1
Packet Pg. 2985
7.3.1.4.Trans
..............................
Transcripts should not be ordered wid'Pout 1pmriomlr approval froinn COUN'ry. Transcripts sl-iiould inot
be ordered on ari expedited basis urifless necessary and approved in advance by COUNTY., ATTORNEY
should q,:Pbtain digital electronic/computefizeqJ copies of transcripts when available at as reasonable cost to
avoid charging foir time speint digestkq or iridexing transcripts,and to allow COUNTY I.o maintain as digital
electrorric/computerized database of all trainsciripit s.
7.3.1.5 Travel Ex crnscs
.............................................................
Travel expenses withirii the AITORNEY'S local area, defined as as radius of 50 miles from the 0
timekeeper's office, will not be reirribursed ancl firne in transit is not billable.,
.2
Travel expenses outside the local area may only be reimbursed if the tra w vel a a s pproved in
acivance by couNrry. Rei rntm rsalb lie travel expenses are the cost of transportat.Pon by the least expensive U)
practicable means (e.g., c:cPach class air travel), the cost of reasonable hotel accoirnmodations, and the cost 0
of transportaiion while out of town (e.g., by cab or rental car, whichever is reasonable, at the lowest .2
0
available rate). Cab fare to and from the originating airpoin [is Ircirnbaarrsaabpe, ExpeiriPses will be reirnbursed
in accordance with the applicable provisions of Florida Statute H 2.06 l for"approved travelers"avid of the
Morhr-cw, Couray 0)de Article XXVI and shall be summarized on the Monroe County Travel Forin by E
A rTORNEY with all apIplicable receipts attached thereto.,
E
7,11.6 Travel Time
................................................... U)
T_
Time spent in transit outside Attorney's local area may be billed only if ATTORNEY' or time- o
2
keeper is unable to avoid Lravel ing by usiing other forms of communication or it is determ4-iied by fl-Pe County
Attorney that travel is in the Couniy's best rinterest.Travel by rnore tharii or-he firne-keeper at the same time
CN
ilo the ..,;airne destination is allowed with approval from COUNTY A170RNEY., In order to be reimbuirsed 0)
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for airline tickets,the boarding pass shall be attached to the invoice,
Approved kiravel time during normal business Iho urs„defined weekdays from 8:30 a.sn.. to 6:00 p.m.,
will be billed at the hourly rate listed for the timekeeper in paragraph 6.3 of this Agreernerot., Approved
travel firrie outside or normal business houir!,; will be billed at one-half thie hourly rate listed for the time
keeper in paragraph 6.3 of this AgreernenL
7.'3. 2. Norm-P-reimbuirsable e,
...................
IMP
4i
The following expeirPse.s will in no everhit be reimbursable without written approval by County
Attorney and approval by the Board()f County CornmissiorPeirs: E
ca
7.3.2.1. Pt-irsoriiai and Office Costs
Meals for time-keepers rot relaked to travel, oveirtirne, word pirc)ces°,ing oir coirinputer charges,
personal expenses,expenses that benefited otheir chents,expenses for books,costs of teirrPpoirairy employees,
periodicals air other library rniitefials, internal filing or oflher document l'iiandhirig charges,cleirical expenses,statiorhery and other supply expenseni, utilities, and any other expense that is either unreasonable or
11 50310(05A)1163116117,DOCkv 7
1 Packet Pg. 2986
unnecessary.(The fact that ATTORNEY cliarges other clients or that(.Aher rNirlins charg.e their clients for all
expense, does not make it reasonable or nece.,,I;sary under t1his Agreement.)
7.,3.2.2.
A"T"TORNEY is not authorized to retain experts, additional counsel, consultants, support services,
or the like, ownside TTORp' Y" Ilaaw firm, without approwd by County Attorney. If agreed to
ATTORNEY will be responsible for selecting ancl managing the services of others so that their services
a te nd expenses will be rendered in as ordance with the -irms of this Agreeinierit, including terms applicable
to ATTORNEY, ATTORNEY will manage ofll-iiers to obtain cosi-effective services for COUNTY., Unless
otherwise agreed in wnfing,ATTORNEY shaill obtain a written retainer agreement, in a forim which
may be specified by COUNTY, frorn each service provider, wiffli billIs from each priwider being sent 0
to both ATTORNEY and C0TJNT UY. U)
0
.2
73"23 je irnp..r ry ffin
U)
ATTORNEY will not bill COUNTY for the 6ineand expenses u:)fteimporary ernployees, irlcludirilg 0
so-c!alled "'Terrips" or contract ATTORNEY'S or other staff from outside companies, nor "'(.)utsq,.'Purce"' or .2
delegate work, nor charge for surnmerassociates, law clerks, or student clerks, (collectively "t.erripoary 0r
staff" even if not temporarily employed) without full advance disclo.,!;ure of the ernployee's. ternporary or
short-term smus to COUNTY, including disclosure of the actualarnou int paid or to be paid to the individual. E
LWess C0LJNTY expressly agrees in writing to paying iidditiomall amounts after full disclosure, by
ATTORNEY, ATTORNEY may not charge C01JN"ry more tharii t1he actual cost paidl by KIFTORNEY.. E
U)
732.4. E oginses noi_passed fl-iirough at actual cost T-
.......... o
2
COUNTY will not pay any markup for expenses. COLJNTY will 11 only reimburse the ATTORNEY
for their actual approved out-of-pocket costs anq.1 expenses, whed-her incurred personally by an appri,.wed
C14
time keeper or incurred by other approved personnel (Such as experts, consul Writs, s upport services 0)
carPt!rSOnVIVIL, W�Otrff..10111rced services pelsonnel).
7.3.2.5. Overhead not charp.A to County
.............................................................................................................
0
CO(pNTY will root pay for any "'experlse" items that are in fact part of ATTORNEYS overhead, .2
whiich. should be, included within ATTORNEYS fee, the determination of which expenses FaaH into this
category are. strictly wit1hin the discretiorii of the COUNTY.
7.3.3. A j( vance aapaparrrvanq of expenses
ATTORNEY shall obtairii approval from COUNTYATTORBEY before incurririig any expense in E
excess of$1,0(,.)0.00 if ATTOW14EY expects to be reimbursed for that expense.COUNTY, in its discretion,
may refuse to pay any expense for which approval was not obtained by ATTORNEY',.
7.3.4. Q.opigi, of receigs for expenses
ATTORNEY shall include colpies of receipts kw all expenses with the iternized Irm onthly bill,
COUNTY may refuse to pay any expense item for which documentation is not provided by ATTORNEY.
1150'110/05/01,63116�7][)(.)CXv1 8
1 Packet Pg. 2987
7.3.5,Exaq-v�tsesiand�fees�after te�irriri�iwatioin
I Jporii tennination of the representation, A"I'TORNEY shall promptly bill COUNTY for any
reinnainiing reimbursable expenses and fees. COUN TY rnay ro�fuse to 1pay any fees or expenses not bi Hed
within 45 &ays of terminafion of the representation. ATTORNE'Y is also exl:wcted to cooperate promptly
with all aspects of termination and,if.'applicable,transition to other counsel. Paymeria for Fees and exper-Bes
is contingent upoin prompt, full cooperation.
7.4. aj Llaind expein%e docurnentadon
ca
ATT,'ORNEYrnust inaiintrain �,!%uppoirfing docuinentation for invoices unifil at least one,year.after the
termination of the representation. This dof,:urnentatiorh shall be rmade available by ATTORNEY to 0
COUNTY(or COUNTYS designated repre%enuative,including an accountant,the County Clerk or County U)
('.."lerk's representative, or Ile gal bill auditor) upon COUNTY'S written request, ATTORNEY agrees to
co.)perate with any examinatiori of this docurnentatiorii and ATTORNEYS fees and expenses, e.g., by
responding promptly and cornpletely to any questions COUNTY or its relpiresentative rinay hiave.
AT17011tNEY shall tuxify COUNTY' in writing at least 60 days in advance of destroying any such records
and, in the event that COI JNTY' requests that rthey be preserve,�d, shall preserve therm at least one additional
0
year or, at the option of the COUNTY, delivered to the COUNTY for storage by the COU,,,TTY, with
C p.1NT"Y'rw sponsible for Ipayirrg theactual cost ol'stoirage. This docun-iientation shall include, fnr exannIple,
original tirne n:'.1cords,expense receipts,and dof..',uillnentaltion,'."'Ujpport ng the amount charge(J by.Al'TORNEY E
for expenise ikerins generated Iby A 1"'FORNEY' or his or her firm. COUN rV reserves the right not to pay
any fee or experiise item for which sufficiera documentation or expense item for which sufficient E
fJocurnentation is not available to(.1letermine whether the heirn was necessa�iry and reasonable.
U)
T-
7.5 EntertainirnLnt o
.. ....................................
ATTORNEY sh all not be rennburm�d for costs asap" eWertainment, such as in room movies- and
C14
alcoholic bevt,ra-es. Furthermore, only meals for ATTORNEY and/or approved firnekeeper shall be 0)
0 N
r imbursed in accordance with the provisions in this AgreemierilL
8. PAYMENT TERMS
0
Al-FORP4EY'S request for payrnents and reimbursements inay be Tnade in either the
ATTORNEY' narne or the narine of the ATI"ORNEY"S law firrin, as appropriate. ATTORNEY bills
complying with this Agreement are due and payal:)le accordinig to the Pirorript Paymerilt Act. If the bill
materially fails to comply with the requirements of thi.s Agreeirrient, then it is not due and payable until
A'170RNEY remedies its deficiencie,,;.
ca
11 50110/QV0 16111 16 17 DOM 1 91
Packet Pg. 2988
9. MATTER MANAGEMEN,r
COUN IT will expect that all communications between A rTORNEY,and additional tirinekeepers,
and COUN'TY will be reviewed by ATTORNE"iand thatAT-1 ORNEY will serve as the point of contact
for this rnauer, iincluding billing quesfic'nis. The COUNTY contact for this AgrLement shall lbe:
Robert Shilfinge�r, Esq.
Mortroe County Attorney
I 1111 l2""Stiwq.�t, Suite 408 cp
Key West, Florida 33040
(305) 292-3470(office) 0
(305) 292 351f6(facsi rn I le)
5 11 i I I i uii Bob@ononir R-ov cis
9.L Case monhor!" U)
...................................................
M PP%ITY will be advised promptly by ATTORNEY of all significant facts arid developmeints in
the rnatter so that COUNTY rnay manage the matter effectively and make, inifortne-d decisioins about 0
strategy, tactics, settlerneirm, scheduling, costs, and other related rriatters, COUNTY will proinptly rLceive
from X'rTORNEY copies of all oir&irs', oph.6ons, plLadings, briefis, menioranda Onternal and external), E
correspondence, and any other docurnent nlaterial to the subject matter of this Agree n-iient, such that tile
COLJNTY will have as curr-ent, tip-to-date, -mirror" cXTy of the coi i.N,ry,s me maiii-aained by E
ATFORP4EY. For discovery materials or exhibits that are lengfl-iiy, ATTORPMY shotild(Jisciuss t1hern wiflh
U)
COUI�H'Y beft:Pre Iproviidiin g as cc)py. Documents available in digital electronickomputerized form shoulki T-
o
tie provided fin that form in fieu of paper copies, if irequuahsa.ed by County, Additionally, ATTORNEY' may
be required to subunit, on as monthly basis, as case statusand progress report to be submitted to fl-ile Board of
COIJNT`V' Commissioners. The format of the report shall be in the form required by the COUNTY
CN
ATTORNEY. 0)
CN
92. Case control
A rTORNEY shall discuss all sianificant issues of strategy and tactics, including motions, 0
t7 L-
discovery, pleadings, briefs, triaal [.:oreparat.ion, experts, and settlement, with COUrFT'le before .2
implemernation. A.1 FORNEY is expected to exercise indeperiidmit profemicmal judgirineint,
9.3. ATTORNEY c
.......................................................
ATTORasap perautiapuu
NEY will cooperate with COUNTY' or COUNTY"S representatives to proriaptly provide
all information COUNTY requests or needs about fl-iie subject matter of this.Agreernenot andATTORNE"Y"S E
bills and handlinig of the matter.
9.4. C0UP4TY'cape caQat42
ATTORNEY shall be lead counsel on the iniatter; however, Al I TORNEY agrees 1haa the lawyers
employed by the Monroe County Attorniey".s Office alay enter ari appearance as co counsel in. the mzater.
A 1"'FORNE"Y' s1hould cor'isult witi, coui"rrY about all opportunities for COUNTY'to save money or make
use ofCOUNTY S expertise to assist in,e.g,, ire,sblpondinng to discovery, preparing For trial, locating experts,
510101051101611617.DOMII
Packet Pg. 2989
and the like. COUNTY irnay also have personnel and facilities available to reduce the expenses related to
the subject rnaneir of this Agireenient.
M CONFIDENTIALITY AND PUBLIC RELA,rIONS
ATTORNEY is not authorized to waive or release any privilege or other protection of information
confidenfiall, secret, it otherwise—obtained from or on behalf of COUNTY. A.TrORr,,IEY is to keep all
confidential, privileged, or secret information confidential. This requirement is perpetual, it will
continue even ,,,,ifteir the termination of the relationship and this Agreerneini..
ca
10.1 Prohibition asmainst use of inforwination
0
This requirement is also intended to prohibit A'T7ORNEY frorn using information obtained frorn U)
or on behalf nap"COUNTY, in work product prepared at COUNTY'S expense, for offier clients of 0
ATTORNEY or his or her firm., without CCep NTY'S advance written approval.
U)
10.2 No use of C for rnarke�ung ui�oses
ATTORNEY is not authorized to identify COUNTY as as COUNTY,e.g.,for purposes of marketing 0
or advertising, with C01t,nNTVS approval.
E
11. OWNERSHIP OF ATTORNEY FILES AND WORK PRODucr
E
cu
ATTORNEY understands that all files and work product prepared by A17ORNEVcur his or her
(n
firm at the expense of'COUNTY(or for which COUNTY is otherwise billed) is the property of COUNTY. T-
o
Without COUNTY"S written approval, this work product n-my inot be used by ATTORNEY or his or her
firm nor disclosed by A"17ORNEY or his or heir firni to others, except in the norrnal course of
ATTORNEY'S representation ofCOUNTY in this irnaneir.. ATTORNEY agrees that C01JNTY owins afl
C14
rights,including copyrights,to materials prepared by COUNTY or by ATTORNEY on behalf of COUNTY,
AT70RNEY shall noffy COUNTY in writing at least 60 days in advance of destroying any such records
and, in the event that O U T irequests that they be preserved, shall preserve them at least onc additional
year (with COUNTY responsible for paying the actual cost of stor-age). ATTORNEY shall provide
COUNTY with prompt access to(including the ability to make copies of) all ATTORNEY files and work 0
product, regardless of whether the representation or matteir [is ongoing and Grp etheir ATTORNEY fees and
expenses have been paid in full.,
12. DISPUTE RESOLuTION
ATTORNEY and COUNTY agree that if as dispute arises between them that neither shall be
required to enter into any arbitration proceedings related to this Agreement. E
ca
12.1. )2L%putes re airchim. Attorne fee%or ex ense�..............g.........2-----------------y-------------------1i
ATTORNEY and COUNTY agree that all disputes regarding ATTORNEY"S fees or expenses are
to be resolved pursuant to the pirocecJures and practices for mediation by the Attorney Consumer Assistance
Program of the Florida Bar.
150310/05/01163 1161['71.')0CXv
Packet Pg. 2990
2.1, Dis ones regardincr interpretation
COUNTY and ATTORNE'Vagree that all disputes and disagreements betweeirii them regarchng
interpretation of true Agreement shall be attempted to be re,,solved by a meet and confer session between
ri�preseraafives of COUt,,,TTY and ATTORNEV'. If the issue or issuesare still not resolved to the satisfaction
of h:(::uth wid-iiiii-ii thirty(30)days after the meet and confer session,then either shall have the right to terminate
the Agreement upon ten (10) business clays" notice in writing to the other party.
12.3 Liam al or Administrative:prmxAures ca
In the event any -,adirninistrative or leg,,al piroce�eding is instituted against either the COUNTY or 0
A'17ORNEY relating tc) the forrn,,uioin, execaition, Iperfornriiance, or breacl-ii of this Agreernera, the U)
COUN"T"Y and A'"IFTORNEY each agree to participate, to fl-iie extent required by the other, in all
proceedings, hey arings, processes, meetings, and other activities re-lated to the substance of this
Agreement; institution of any administrative or legal proceeding shall constitute ionniediate terminatic)n of U)
ihis .Agreernetar. Xn'ORNEV agrees. to forward copies of all docurinents in l'ids or hier pcpssessiorii related to 0
the matter, which is the sii.ibject of this Agreement. to COUNTY at the fime of filing any adrinini!!nrafive or .2
0
legal proceeding.
l 2.,4 ATTORNEY'S Fees and Costs E
In dw event any adirininistrative 1proceediii-iig or cause of action is initiated or defended by the E
M
COUNTY or KrrORNEY relative to the enforceimeiriit or irilteIpiretation of this Agreerriient, the prevailing
C? U)
party shall be entitled to an award of reasonable ATTORNEY'S fees, and court costs, as an award against T-
o
the non-prevailing party, and shiadl include reasonakde A17ORNEY'S fees, and court costs in appicflate
proceedjI.JjgS.
Mediation proceedings inifiated and conducle( CN
1 pursuant to fl-iis ,remnant or as may be required 0)
CN
by a court of comp etent jurisdiction shall be conducted in accordainc:e with the Florida Rules of Civil
Procedure and the usual and customziry 1proceduuriibs required by the circuit court.of Monroe County and shall
talke place in Monroe County.
0
13. NOT[ ERE, I RREMENT
Any notice required or perrrkted under' this agreeinrievit !;Ihall be in writing and hand delivered or a
M
mailed, postage prepaid,to the other party by certified mail, returned r (.:�eipt requested, to the following:
FOR COUNTY
County Administrator and County Attorney E
1100 Simonton Street PO Box 1026
1(,ey 'West, FL. 33040 Key West, IFL 33040
FOR.A rTORNEY
K.einneth R. Artin
255 South Orange .Avenkrje, Suite 1350
Orlando, Fl..,32801
1.50310110VO I 61$617 10C)CKY,11 t 2
Packet Pg. 2991
14. GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida applicable to contracts made and to be performed entirely in the State. Venue for any leazil action
which may arise out of or under this agreement shall be in Monroe County, Florida.
15. ENTIRE AGREEMENT
The entire agreement between the COUNTYand ATTORNEY with respect to the subject matter" U
hereof is contained in this Agreement., This Agreement supersedes all oral and written proposals and
cornmunications between the COUNTY and ATTORNEY related to this Agreement., No provision of this 0
Agreement shall be deemed waived, am,ended or modified by either party unless such waiver, amendment U)
or modification is in writing and signed by the party against whom the waiver,amendment or modification 0
is claiirned. This Agreement shall be binding upon and inure to the benefit of the parties hereto, thek--
permitted successors and assigns.
16. FLORIDA GOVERNMENT-][NaHE-SUNSHINE LAW
0
ATTORNEY agrees that, unless specifically exempted or excepted by Florida law, the provisions
of Section 286.01 l, Florida Statutes, generally require full and public discussion of matters to be voted E
upon by the Board of County Commissioners. XTTORNEY agrees to consult with the COUNTY
AT7011NEY'S office concerning the applicafion of the Sunshine Law from time to time concerning E
specific circumstances that may arise during the term of this Agreemenc,
U)
T-
o
17. FLORIDA PUBLIC RECORDS LAW 2
(13
ATTORNEY agrees ihat., unless specifically exempted or excepted by Florida law or Rules and Q
CN
Regulations of The Florida Bar, the provisions of Chnaapter II1.9, Florida Statutes, generally require public 0)
access to all records and documents which may be made or received under this Agreement., ATTORNEY CN
agrees to consult with the County Attorney's office concerning the application of the Public Records Law
from time to tonne concerning specific circumstances that may arise during the term of this Agreeme lilt..
Public Records Compliance. XTTORNEY must comply with Florida public record,., laws, including
but not limited to Chapter l 19, Florida Statutes and Section 24 of article I of the Constitution of Florida.
'The COUNTY and ATTORNEY shall allow and permit reasonable access to, and inspection of, all
documents, records, papers, letters or other"public record" materials in its possession or under its control
subject to the provisions of Chapter 11.9, Florida Statutes, and made or received by the COUNTY and
A170RNEY in conjunction with this contract and related to contract performance, The County shall have
the right to unilaterally cancel this contract upon violation of this provision by the ATTORNEY., Failure of E
the ATTORNEY to abide by the terms of this provision shall be deemed a material breach of this contract
and the COIJNTY may enforce the terms of this provi.sion in the form of as court proceeding and shall., as as
prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that
proceeding. This provision shall survive any termination or expiration of the contract.
'The ATTORNEY' is encouraged to consult with its advisors about Florida Public Records Law in order
to comply with this provision.
11 50310M90 116316 117,DO(Av 1 13
Packet Pg. 2992
Pursuant to F.S. l 19.0701 and the terms and conditions of this contract, the ATTORNEY is required
to:
(1) Keep and maintain public record,,dial would be required by the County to perform the service.
(2) Upon receipt from the County's custodian of records, provide the County with as copy of the
requested records or allow the records to be inspected or copied within as reasonable time at a cost that does
not exceed the cost provided in this chapter or as otherwise provided by law.
(3) Ensure that public records that are exeirript or confidential and exempt from public records
disclosure requirements are not disclosed except as authori7ed by law for the duration of the contract term
and following completion of the contract if the A"rrORNEY does not transfer,the records to the County.
(4) Upon completion of the contract,transfer,at no cost,to the County all public records in possession
of the ATTORNEY or keep and imaintain public records that would be required by the County to perform 0 U
U)
the service. If the ATTORNEY transfers all public records to the County upon completion of the contract, 0
.2
the A17ORNEY shall destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements., If the ATTORNEY keeps and maintains public records upon U)
completion of the contract, the ATTORNEY shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the County, upon request from the County's 0
custodian of records, in an format that is compatiNe with the inforniation technology systems of the County.
(5) A request to inspector copy public records relating to as County contract must be made directly to
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the County, but if the County does not possess the requested records, the County shall immediately notify
the ATTORNEY of the request,and the AT70RNEY must provide the records to the County or allow the E
records to be inspected or copied within as reasonable time.
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If the ATTORNEY does not comply with the COUNTY's request for records, the COUNTY shall
enforce the public records contract provisions in accordance with the contract, notwithstanding the
COUNTY's option and right to unilaterally cancel this contract upon violation of this provision by the CN
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ATTORNEY, A AT17ORNEY who faills to provide the pubhc records to the County or pursuant to as valid N
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public records request within as reasonable fime imay be subject to penalties under section 1 M 10, Florida
Statutes.
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The ATTORNEY shall not transfer custody, release, alter, destroy or otherwise dispose of any public
records unless or otherwise provided in this 1provision or as otherwise provided by law.
IF THE ATTORNEY/CONTRACTOR HAS r)UESTIONS REGARDING
THE APPLICATION OF CHAPTER 1.1.9, F1,ORIDA STATUTES TO THE
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ATTORNEY/CONTRACTOR'S DUTY TO PROVIDEPUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF <
PUBLIC RECORDS BRIAN BRADLEY AT PHONE# 305-292-3470
BRADLE'Y-BRIAN@MONROECOUNTY-.F".L.GOV MONROE COUNTY
................................................
ATTORNEY'S OFFICE 1111 12TIl Street SUITE 408 KEY WEST FL 33040.
11,50'�O�05iOl631,617,DC)CXv�
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18. NO ASSIGNMENTS
A']F'r0RNEY shall not assign or subcontract its obligations under this agreement,except in writing
and with the prior written approval of the Board of County Commissioners of" Monroe County, which
approval shall be subJect to such conditions and provis.ions as the Board may deem necessary. This
paragraph shall be incorponated by reference into any assignment or subcontract and any assignee or
subcontractor shall comply with all. of the provisions of this Agreement. Unless expressly provided for
therein, such approval shall in no manner or event be deerned to irnpose any additional obligation upon the
Board. ca
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19. TERMINATION 0
Either of the parties hereto may termhiate th.is contract without cause by giving the other party
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fifteen (1) business days written notice of its intention to do so.
19.1 Documents forwarded to COUNTY
ATTORNEY agrees to forward to COUNTY aloing w No ith tice of Term or ination upon receipt of 0
Notice offermination, depending upon which party terminates the Agreement,copies of all documents in
his or her possession of any nature whatsoever related to the ATTORNEY' represenatation or cot.wry or E
obtained due to A'ITORNEY'S representation of COIJN,r'y..
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9.,2 Restriction on Comin-hunications
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ATTORNEY agrees not to corninunicate with the public, including the press, about COUNTY or
about this matter.
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20. SEVERABILITY 0)
If as term, covenant, condition or provision of this Agreement shall be declared invalid or N
unenforceable to any extent by a court of competentjurisdiction,the remaining terms,covenants,conditions
and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant
condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent
permitted by law unless the enforcement of the remaining (eirrris, coveiriants, conditions and provision of
dfis 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 clo%e a% possible to the intent of the stricken provision.
21., CAPTIONS
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The captions set forth herein are for convenience of reference manly land shall not define, modify,
or limit any of the terms hereof.
22. LEGAL OBLIGATIONS AND RESPONSIBILITIES- NON-DELEGATION OF
CONSTITUTIONAL OR STATUTORY DUTIES
'rhis Agreement is not intended to relieve,nor shiill it be construed as relieving,either the COUNTY
or ATTORNEY froin any obligation or responsibility imposed upon each by law except to the extent of
11.51030/05110�5111 16117 D10CX Y 1 15
1 Packet Pg. 2994
actual and 6mely performance thereof' by the other, in which case the performance may be offered in
satisfaction of the obligation or responsibility.Further this Agreernent is not intended to authorize,nor shall
it be construed as authorizing, the delegatk)n 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 Skatukes.
23. RECORDS
T�ORN�EY shall keep such records ass are necessary to document the performance of its service°;
as set forth in the agreement and expenses as incumed,and give access to these records at the request of the
COUNTY,the State of Florida or authorized agents and representatives of said government lbodies. It is the
responsibility of A'17ORNEY to maintain appropriate records to insure it proper accounting of all
collections and remittances in this matter. ATTORNEY shall be responsible for repayment of any and all. 0
reasonable audit exceptions which are identified by the Auditor Geneiral. for the State of Florida, the Clerk U)
of Court for Monroe County, the Board ofCounty Commissioners for Monroe County,or fl-teir agents and 0
representati ves.
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24. PUBLIC ACCESS
The COUNTY and ATTORNEY shall allow and perrinit reasonable access to and inspection of,,
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all docurneints, 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 thern, unless specifically exempted by State E
Statute, Raul esiand Regulations off The Florida Bar,or case law..COUNTY shall have the right to cancel this
agreement upon violation of this provision by AT7ORNEY. E
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25, MONROE COUNTY CODE ETHICS PROVISION T_
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AT`TORNEY warrants that he or she has not employed, retained or otherwise had art on his behalf
any former CO[ffi7Y officer or ernployee in violation of Section 2 of Ordinance No. 10-1990 or any
C14
COUNTY officer or employee in violation of Section 3 of Ordinance No. 10 1990. For breach or violation 0)
of this provision the COUNTY may, at its discretion, terminate this Agreement without liability and may CN
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-oir present COUNTY
officer or employee.COUNTY'employees and officers are required to comply with the standards of conduct
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation .0.r acceptance of
gifts, doing business with one's agency, unauthorized compensation, and rnisuse of public position,
conflicting employment or contractual relationship,and disclosure of certain information.
26. PUBLIC ENTITY CRIME STATEMENT
Florida law provides that person or affiliate who has been placed on the convicted vendor list E
following as conviction for public entity crime rnay not submit as bid on an agreement to provide any goods
or services to as public entity, may not submit as bid on as agreement with as public entity for the construction
or repair of as public building or public work,may not subinit bids on leases of real property to public enwAy,
may not be awarded or perform work as as contractor, supplier, sub contractor, or consultant under as
agreement with any public entity, and may not transact business wifl-a any public entity in excess of the
threshold amount provided in Section 287.017, fog-, CATEGORY "TWO for as period of thirty-six (36)
rnoinkhs from the date of being placed on the convicted vendor list. ATTORNEY warrants the neither
ATTORNEY nor any authorized time keeper has been named to the convicted vendor fist.
1,510301105110163 1617DOMI 16
1 Packet Pg. 2995
27. ANTI-KICKBACK
ATTORNEY warrants that no person has been employed or retained to solicit or secure this
Agreement upon any contract or understanding for as comn-fission, percentage,brokerage or contingent fee,
C 0 and that no employee or officer of the C01JNTY has any interest, financially or otherwise, in this
Agreement, except as expressly stated herein. For breach or violation of this warranty, the COUNTY shall
have the right to annul this agreement without liability or, in its discretion, to deduct any sums to be paid
by COUNTY under this Agreement,aar wheirwise recover,the full amount of such commission,percenvage,
brokerage or contingent fee, ca
28. MODIFICATIONS AND AMENDMENTS 0
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Any avid all modifications and Amendments of the terms of this Agreemewshafl be in writing arid
executed by the Board of County Commissioners for Monroe County and by ATTORNEY in the same
manner as this Agreement, U)
29. INDEPENDENT CONTRACTOR
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At all times and for all purposes hereunder, ATTORNEY is an independem contracMir and not ari
ernp oyee of the Board of County Comirfissioriers of Monroe County. No staternent contained in this E
A-reement shall be construed so as to find A.TrORNEYear any of the authorized time keepers, to be the
employees of the Board of County Coirnnfissioners of Monroe County.,and they shall be entitled to none of E
the rights, privileges or benefits of employees of Monroe County.
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30. COMPLIANCE WITH LAW
In carrying out .A170RNEY'S obligations under this agreement, A'lip 0RNEY shall abide by all
statutes, ordiviances, rules and regulations 1pnmaainnirug to or regulating the provisions of this Agreement, C14
including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or C14
regulations shall constitute as material breach of this Agreementand shall entitle COUNTY to teriminate this
A-reement immediately upon delivery of written notice of termination to ATTORNEY,
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31. LICENSING
ATTORNEY warrants that A170RNEY and additional timekeepers do. presently have, shall
have prior to commencement of work under this Agreement, and at all times during said work., all
required licenses and permits whether federal, state, County or City.,
32. NON-DISCRIMINATION E
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ATTORNEY a-rees that he or she will not discrin-finate against any person., and it is expressly
understood tluat upon as deterimination by as court of cornpetentjurisdiction that disc riminakion has occurred,
this Agreement automatically terminates without any further action on the part of any party, effective the
date of the court. order. A17ORNEY agrees to cornply with all Federal avid Florida statutes, and all local
ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: l)Title 'VII
of the Civil Righu; Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or
national origin; 2)Title IX of the Education Arnendment of 1972,as annevided(20 USC ss. 1681-1683,and
50310MSA)11,63 116117 1XXX v 11
Packet Pg. 2996
1685-1686), which prohibits discrinnination on the basis of sex; 3) Section 504 of the Rehabilikation Act of
1973, as amended (20 USC s 794), which prohibits cliscriminiation on the basis of handicaps; 4)The Age
Discrimination Act of II975, as arriended (42 p W ss. 6WI-6107) which prohibits discifirninaii.ion on the
basis of age; 5) T11-iie Drug Abuse Office and Treatment Acl. of 11972 (PL 92-255), as aniendeq..11, relating to
nondiscrinnination oiri the basis of clrug abuse; 6) The Comprehensive Alcohiol Abuse and Alcohiolism
Prevention, Treatment aAnd Rehabilitatioin Act of 1970 (PL 91-616), as arknnended., irLI.aling to
nondiscriiiininmioin on thee; basis of alcohol abuse or alcoholism.; 7)'The Public 1-feafth Service Act of 1912,
ss. 523 and 527 (42 t W ss.. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohiol arild
drug abuse patent records; 8) Title V111 of the Civil Rig hats .Act of 1968 (42 WJSC s. et seq.), as amended,
relating to nondiscirirnination in the sale, irasmntanp or financing of housiing; 9)Thne Arnericans with Disabilities ca
Act of 1990 (42 USC 12101), as maybe arnended 1'rom time to time, relating to nondiscrimination on
the basis ol"disabiliky; 110) Morixor. 0:)unty Code Chiapteir 114, Ankle 11, w1l'ik1h. prohibits d i scri rni nation on 0
the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gerider identity iDir U
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expression, familiall status or age; 11) Any other nondiscrimination provisions in any Federal or state
statutes whic4i inay apply to thit!, parties to, or the subject matter of, this Agreement,.
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33. NON-REI.JANCE BY NON-PARTIES
No pe en rson or tity shalle e bntitled to rely upon the ternis, o a rny of thiem of, this Agref,.�Iment to 0
enforce or attempt to eriforce, any thiird party claim oir eiraidement to or benefit of any service air"prograrn
contemplated hereunder, and the COLIN"FY and ATTORNEY agree that neither the COUNTY nor E
A["FORNEY or any officer, agent, or employee of each shall have the authority to inforin, counsel, or
otherwise indicate that any particular individual or group of individuals,entity or entities,have entitlements E
or benefits urider this Agreement separate and apart, inferior to,or superior to the cornmurhity in geriieral or
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for the purposes contemplated uricleir this A111preerrient. T_
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34. ATTESTATIONS
A7T'ORNEY agrees to execute such docurnents as the COUNTY rmay reasonable require,including
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as Drug Free Workplace Statement, and as Public Entity Crime Staternent, 0)
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35. C01 lNTY At lTHORITY
This Agree inii:'.Int has been duly noticed at as legally held public meeting conducted in Monroe
County, Florida. COUNTY'S performance and obligation to pay under this clrontnact, is (.:;orifingent upon
airinual appropriation by the Board ofCouinty Coirrimissioners..
36. HOLD HARMLESS AND INSURANCE
............ .................................................................. ...........
ATTORNEY certifies that it inaintainsa minn-nurn professional liability coverage for ATTORNEY E
and addlitionial tirnekeTpers in the arnount of$5 Millicprii. ATTORNEY agrees to keep the sarrie arnourit of
coverage or irnore.at all tinnes and to 1provide proof of said covc-.irage to COUNTY at COUNTY'S request at
any timia during the term of the AgirLeMent,
37. NO PERSONAL LIABILITY
No covenant or obligafion contairiiecl in this Agr(.Tine.ra. shall he deeirned to be as covenant or
obligation of any rrrnewmrnberir, officer, agent or employee of the Board of County Commissioners of Monroe
Packet Pg. 2997
County in his or her individual capacity and no member,officer,agent or employee of the Board of County
Commissioners of Monroe County shall be liable personally on this Agreement or be subject to any personal
liability or accountability by reason of the execution of this Agreement.
38. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be regarded
as an original, all of which taken together shall constitute one and the same instrument and the COUNTY
and ATTORNEY may execute this Agreement by signing any such counterpart.
39. EXECUTION BY COUNTY ATTORNEY
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Due to litigation, court scheduling constraints and in order to allow ATTORNEY to begin U)
representation in a timely manner this agreement may be executed by the County Attorney prior to final 0
approval of the Board of County Commissioners; in the event that the agreement is not approved by the 2.1
Board of County Commissioners,ATTORNEY shall submit an invoice for the time and expenses incurred U)
from the date of execution by the County Attorney until the Board of County Commissioners voted not to 0
approve this Agreement. .2
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and E
date first written above.
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MONROE CO iTY U)
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By: .................
Roman Gastesi Sheryl 311� CN
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Ac4idf ounty Admin4trator folr%lonroe County, Florida CN
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Date: 2Z-9, g,-C 2-0
.........................
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BRYANT MILLER OLIVE P.A.
By:.................................................................................................................................................................................................................................
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Kenneth R. Artin, Esq.
Authorized Representative
DATE: July 24, 2020_ MONRom 001-01WAfflrO1NEY
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� ➢Florida
h lu tda Keys
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Munroe County Board of County Commissioners
Office ref the County Administrator
The Historic Cato Cigar Factory
1 100 Simonton Street,Suite 205
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Key West. Fl.. 330=40 �
(305) 292,4441 Phone
(305) 292,4544 - Fax 0
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MEMORANDUM4?
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To: Kevin Madok, Clerk of Courts
From: Roman Castesi, County Administr, o d
Date: July 27, 2020
Out of Key Vest Office
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1 will be out of the fey West Office Tuesday July 28, 2020 through Friday July 11, 2020 attending
meetings up the Keys. During my absence, Sheryl Graham, Sr. Director of Social Services shall have full
authority to act on my behalf N
Roman Castesi
Cc: County Commissioners and Aides
County Attorney
Senior Management
Payroll
Finance
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ALAS
Attorneys'
Liabi[ity
Assurance
Society
December 26, 2019
Bryant Miller Olive PA
101 North Monroe Street
Suite 900
Tallahassee, FL 32301
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To Whom It May Concern:
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CONFIRMATION OF INSURANCE u
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We hereby confirm that Bryant Miller Olive PA and Integrity Public
Finance Consulting, LLC has Professional Liability Coverage under Policy
ALA#1943 with an annual limit of$20,000,000 per claim and $40,000,000 in the 2
aggregate with the right, under stated conditions, to purchase extended reporting 0
rights upon termination of such Policy by ALAS.
The self-insured retention under such Policy is $250,000 each claim up to
an aggregate of$500,000 and $100,000 each claim thereafter.
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The Policy effective date is from January 1, 2020 to January 1, 2021. o
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Such Policy is subject to the terms, conditions, limitations and exclusions
stated therein. CN
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ATTORNEYS' LIABILITY ASSURANCE SOCIETY LTD.,
A RISK RETENTION GROUP
By: �G /1,(r� -C � Date: / 4 �(
Darren C. Baker
Assistant Director of Underwriting '
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10/9/2020_,,.�
WAMM t _ ..
311 S.Wacker Drive,Suite 5700
Chicago,IL 60606-6629
:ei 312.697,6900
fax 312.697.6901
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