Item C33 BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: DUNE 17, 2009 Division: EMPLOYEE SERVICES
Bulk Item: Yes X No _ Department: BENEFITS OFFICE
Staff Contact Person: MARIA FERNANDEZ-GONZALEZ
AGENDA ITEM WORDING: APPROVAL OF SECOND AMENDMENT OF THE LEGAL
SERVICES AGREEMENT WITH KELLEY, KRONENBERG, GILMARTIN, FICHTEL,
WANDER, P.A. FOR A ONE-TIME APPROVAL OF PAYMENT IN THE AMOUNT OF
$218.50 FOR THE EMERGENCY USE OF NON-AUTHORIZED TIMEKEEPER.
ITEM BACKGROUND: ORIGINAL AGREEMENT APPROVED AND ENTERED INTO ON
JULY 19,2006. FIRST AMENDMENT APPROVED BY BOCC MARCH 19, 2008 UPDATING
THEIR TIMEKEEPERS.
PREVIOUS RELEVANT BOCC ACTION: APPROVALS OF ORIGINAL AGREEMENT ON
JULY 19, 2006 AND FIRST AMENDMENT ON MARCH 19, 2008.
CONTRACT/AGREEMENT CHANGES: ONE-TIME APPROVAL FOR PAYMENT OF
EMERGENCY USE OF NON-AUTHORIZED TIMEKEEPER IN THE AMOUNT OF $218.50
FOR SERVICES RENDERED APRIL 10 & 11, 2008.
STAFF RECOMMENDATIONS:
APPROVAL
TOTAL COST: N/A BUDGETED: Yes X No
COST TO COUNTY: N/A SOURCE OF FUNDS: Primarily Ad Valorum
REVENUE PRODUCING: Yes_ No X AMOUNT PER MONTH Year
APPROVED BY: Count Att L� urchasin
Y Y— g Risk Management
DOCUMENTATION: Included X Not Required
DISPOSITION: AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract#
Contract with: Kelley, Kronenberg, Effective Date:April 1, 2008
Gilmartin, Fichtel, Wander P.A.
Expiration Date:
Contract Purpose/Description:Approval of Second Amendment of the contract with outside
counsel, Kelley, Kronenberg Gilmartin Fichtel Wander P A for a one-tine approval of an
emermency timekeeper This will be an ongoing contract that will be billed hourlv.
Contract Manager: 4448 Employee Services
Maria Fernandez-Gonzalez
(Name) (Ext.) (Department)
for BOCC meeting on June 17, 2009 Agenda Deadline: June 2, 2009
CONTRACT COSTS
Total Dollar Value of Contract: $125.00 per hour Current Year Portion: $
Budgeted? Yes® No ❑ Account Codes: 501-07503-530318- -
Grant: $
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (e . maintenance,utilities,janitorial,salaries,etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed Review r
Division Director ((} ( Yes❑ No
Risk Managgment Yes❑ No[/� �e� �P`I-U
O M.B./PurchWing 6-1 -605' Yes❑ No�f
County Attorney 5 �� Yes❑ NoED/ lj4lck-o-
Comments:
OMB Form Revised 9/11/95 MCP#2
r
�f BOARD OF COUNTY COMMISSIONERS
Mayor George Neguent, District 2
Mayor Pro Tern Sylvia I Murphy, District 5
U N TYjo '�MONROE Kim Wigington, District 1KEY WESTLORIDA 3:1040 ��ql� "" Heather Carruthers, District 2O2
(305)294-4641 Mario DiGennaro, District 4
Office of the Employee Services Division Director
The Historic Gato Cigar Factory '
1100 Simonton Street,Suite 268
Key West,FL 33040 �
(305)2924458—Phone F C
(305)2924564-Fax 1 k �
TO: Board of County Commissioners
FROM: Teresa E. Aguiar,
Employee Services Director
DATE: May 29, 2009
SUBJ: Contract Amendments
Timekeepers
This item requests approval to amend the current contract for legal services with Kelley, Kronenberg,
Gilmartin, Fichtel, Wander, P.A. In accordance with 6.4.2 of the contract, the change in timekeepers
providing services which are to be billed to the County must be mutually agreed upon and approved by
the County.
Second Amendment: This is a"one time only" timekeeper who worked on a case on the days of April 10
and 11, 2008 in the amount of$218.51.
Third Amendment: Update authorized timekeepers.
It is therefore recommended that the Board approve both amendments to the current contract. If you have
any questions on this item,please do not hesitate to contact me at X4458.
SECOND AMENDMENT TO AGREEMENT DATED JULY 19,2006
BETWEEN MONROE COUNTY AND KELLEY, KRONENBERG, GILMARTIN,
FICHTEL, WANDER, P.A. FOR LEGAL SERVICES
On this day of 12009, A.D., the Board of County Commissioners
of Monroe County, Florida, as the legislative and governing body of Monroe County,
Florida, and in accordance with the powers enumerated in Section 125.01, Florida
Statutes ("County") and Kelley, Kronenberg, Gilmartin, Fichtel, Wander, P.A.
("Attorney"), hereby entered into this Second Amendment to their agreement dated July
19, 2006 ("Agreement").
WHEREAS, due to a death in the immediate family of Luis Estrada, Esq. a colleague
from the firm of Kelley, Kronenberg, Gilmartin, Fichtel, Wander, P.A. worked on a case
for Monroe County in his absence; and
WHEREAS, this colleague, Melinda R. Shabka, Esq. was not an authorized timekeeper
in the original agreement dated July 19, 2006; and
WHEREAS, Monroe County wishes to authorized Melinda R. Shabka as a "one-time
only" authorized timekeeper for payment of services provided April 10 and 11, 2008,
totaling $218.51;
NOW THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties amend the July 19, 2006 agreement as follows:
1. The list of approved timekeepers in paragraph 6.3 of the Agreement is
amended on a one-time only basis to add Melinda R. Shabka, Esq. at the rate
of$115.00 per hour and authorize payment for services rendered by Ms.
Shabka on April 10 and 11, 2008 in the amount of$218.51.
2. This amendment shall be retroactive to the I"day of April, 2008.
3. In all other respects the Agreement between the parties remains the same.
THIS SECOND AMENDMENT to the agreement dated July 19, 2006, shall become
effective when executed by both the ATTORNEY and executed by the Board of County
Commissioners of Monroe County, Florida.
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Board of County Commissioners
Of Monroe County, Florida
Attest: By
Danny L. Kolhage, Clerk George Neugent, Mayor
By: Date:
Deputy Clerk
For the Attorney,
Kelley, Kronenberg, Gilmartin, Fichtel,
Wander, P.A.
By:
Chns me Simpson Executive Director
Date
Print a e
MONROE COUNTY ATTORNEY
AFjpROD.AS TO FOR
l"c c.�
YNTHIA L. ALL
ASSIST NT COUNTY TTORNEY
Date "r)
2
AGREEMENT BETWEEN MONROE COUNTY AND
KELLEY,KRONENBERG,GILMARTIN,FICHTEL,WANDER,P.A.
FOR LEGAL SERVICES�,�Qy�
THIS AGREEMENT,made and entered into this,Euday o£Jt,r4 2006 A.D. b and
between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY
legislative and governing body of Monroe County,Florid .a,and in accordance with the powers
FLORIDA as the
enumerated in Section 125,01,Florida Statutes("COUNTY")and KELLEY,KRONENBERG,
GILMARTIN,FICHTEL,WANDER,P.A("ATTORNEY')hereby enter into this Agreement
regarding the retention of ATTORNEY by COUNTY to provide legal advice and services.
NOW THEREFORE,in consideration of the mutual covenants and provisions contained herein,
the parties agree as follows:
1. THE CLIENT
The Cheat is the COUNTY, and to the extent ethically permissible, it's elected and appointed
officers and its' eatployees, unless COUNTY advises ATTORNEY otherwise, In ev the en t t
ha ATTORNEY cannot ethically r xaent individuals in addition to COUNTY,ATTORNEY shall advise
COUNTY in writing of that fact immediately.
2. THE ATTORNEY
ATTORNEY is the individual named above and whose signature appears at the bottom of this
Agreement. ATTORNEY is licensed to practice law in all jurisdictions relevant to this matter.
ATTORNEY has been retained specifically because ATTORNEY y,
by
COUNTY to be able to handle this matter. If ATTORNEY ' es with
o ►s understood so
provide services to COUNTY,he or she and Practices with others who may also
pr responsible for understands that COUNTY that ATTORNEY will
Sing the lion, amiring cornpliance of others with the tarns of this
Agreement and ethical requires,prig and substantiating all bills,and communicating with
COUNTY. ATTORNEY may not delegate or outsource this work without foil written disclosure to,
and prior written approval f x m,the COUNTY.
3• TERM OF A IREEME'NT
This A.Vvement 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.
4. SCOPE OF HE WORD{
ATTORNEY shall provide legal services and advise to COUNTY
ding Worker,s
Compensation claims, investigation, research, and/or litigation as assigned two ATTORNEY by
COUNTY. ATTORNEY will be assigned new claims by the Senior Administrator of the Benefits
Departmom of the COUNTY from time to time during the term of the agreement.
4.1 Profrssiooal abaY to 2Q f_QAN_wodlc
ATTORNEY wan-ants that he or she is authorized by law to engage in the
activities herein described,subject to the terms and conditions set forth in theseHof the
documents. The ATTORNEY shall at all times exercise independent,professional judgment and
shall assume professional responsibility for the services to be provided ATTORNEY warrants
that he or she and the authorized time keepers are authorized by law and the Rules and
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Regulations of The Florida Bar to engage in the performance of the activities encompassed by
this Agreement.If ATTORNEY is a member of a law firm,either as partner,shareholder,
associate,or other relationship,ATTORNEY warrants that he or she is authorized to enter into
this Agreement by ATTORNEY'S law firm.
4.2 It mizement of time kCQM
ATTORNEY is responsible for managing the matter cost-effectively and competently,e.g.,by
insuring that additional time-keepers are competent,properly supervised,efficient,and in
compliance with the terms of this Agreement as well as with ethical obligations.
5. REVIEW OF ETHICAL OBLIGATIONS AND POTENTIAL (-'CINFLETS OF
INTEREST BEFORE INPTIAT1Na REPRESENT �(
ATTORNEY has conducted a thorough investigation and determined that neither ATTORNEY nor his
or her firm has any ethical impediment,real or potential,including but not limited to conflicts of
inttrest,to representing COUNTY.To the extent that any ethical impediment,real or potential,is
discovered or ever arises,ATTORNEY shall immediately inform COUNTY in writing of the
impediment(regardless of whether ATTORNEY believes he or she has tap= all steps necessary to
avoid the impediment and regardless of whether ATTORNEY believes that the impediment is
mstibstantial or questionable),make full disclosure of the situation to COUNTY,obtain COUNTY'S
express,written consent to continue the rep acritation of the other client,and take all steps requested by
COUNTY to avoid or mitigate the unpodiment.ATTORNEY understands that,if a direct or indirect
conflict of interest arises which,in the opinion of the COUNTY,cannot be avoided or mittgated
under the Rules of Professional Conduct of The Florida Bar,COUNTY may,in its discretion,(a)obtain
reimbursement from ATTORNEY for all fees and expenses paid to ATTORNEY in this matter,(b)
obtain cancellation of all amounts allegedly owed by COUNTY to ATTORNEY;and(c)obtain
reimbursement for consequential expenses incurred by COUNTY,including the cost of replacement
counsel.
6. PAYIvtBNTS TO ATTORNEY
ATTORNEY shall submit to COUNTY invoices with supporting documentation acceptable to the
Clerk on a schedule as set forth in the contract. Acceptability to the Clerk is based on generally
accepted accounting principles and such laws,rules and regulations as may govern the Clerk's
disbursal of funds.
6.1 ATTORNEY Fee o urly)
ATTORNEY will be paid for his or her services based on the number of hours expended on
behalf of COUNTY(rounded to the nearest tenth hour for each time entry),not to include time
billable to or compensated by other clients,multiplied by the ATTORNEY'S hourly rate.The
following minimum billing documentation and time-keeper requirements are a condition
precedent to payment by the COUNTY.
6.2.Non-billable time
ATTORNEY will bill COUNTY only for time reasonably and necessarily incurred to render
professional services on COUNTY'S behalf in accordance with this Agreement.Time attributable
to billing questions is not billable.Time expended by time-keepers who have not been approved
by COUNTY is also not billable.
6.3.l burly Rates s*+d Chpges to hourly ra�s
Hourly rates for ATTORNEY and additional Timekeepers will be set at the rate of
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Approved Time Keepers:
Name: Hourly Rate:
Steve Kronenberg,Esq. $125.00
Luis Estrada,Esq. $115.00
Fredertco Quijada,paralegal S70.00
Krystal Ryan,paralegal $70.00
Juan Garcia,paralegal $70.00
Maria Marrero,paralegal $70.00
ATTORNEY will charge no more than the hourly rate quoted above throughout the duration of
the matter,unless otherwise agreed in writing and approved by COUNTY in the same manner as
this Agreement.
6.4.Time keel
As used in this Agreement,the term"time keeper"shall include ATTORNEY and other
ATTORNEYS and individuals identified in paragraph 6.3 of this Agreement who will be
providing services under this Agreement and who will bill the COUNTY for their services in
accordance with paragraph 6.3.
6.41.ftlication of effort
Unless advance COUNTY approval is obtained,ATTORNEY will not have more than one time-
keeper bill for court appearances,attendance at depositions and meeting,including meetings with
COUNTY representatives,and internal conferences.In the event that more than one person
attends,only the time of the person with the lowest rate will be billable.ATTORNEY is not
permitted to use this matter to provide on the job training for a time-keeper,and bill for that time-
keeper's services,without COUNTY'S advance approval.
6.4.2.Time-keeper changes
Time-keepers approved by the COUNTY are listed in paragraph 6.3 to this Agreement,and may be
amended from ftme to time,upon mutual agreement of the COUNTY and the ATTORNEY,to
evidence the then Current circumstances.Additional time-keepers may not be added to the matter
without advance written approval from COUNTY.In the event that additional time-keepers providing
services which are to be billed to COUNTY are to be added to the stafly then their hourly rates Wall be
provided to COUNTY in advance,and,upon written approval by the COUNTY,their rates and billing
practices sliall comply with the Mq<hone tts of this Agreement.COUNTY expects to receive
discounts or other concessions so that any increases or changes in time-keepers will not result
in unnecessary or unreasonable charges to COUNTY,e.g.,for training,internal conferences,
and management.
6.5.Existing work duct
To the extent the ATTORNEY makes use of existing work product,e.g.,in the form of research
previously performed for another COUNTY,then ATTORNEY may bill only that time expended
in using that work product for COUNTY.In other words,no premium,markup,or other
adjustment may be made to bill COUNTY for time spent on work already performed.
6.6 Payment on work completed on Yjsti_n2 case
ATTORNEY and COUNTY acknowledge and agree that the ATTORNEY has provided services
to cases already in existence prior to the execution of this Agreement and that ATTORNEY is
entitled to payment on those cases.ATTORNEY and COUNTY agree that any outstanding
unpaid invoices on those prior cases shall be paid under this Agreement;however all bills dated
June 30,2006 and before shall be paid at an hourly rate of$11S.00 for all time-keepers listed in
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paragraph 6.3.All bills from July 1,2006 forward shall be paid under the rates listed in paragraph
6.3 of this Agreement. A list of those invoices shall be reviewed by the Senior Administrator of
Benefits and the Clerk of Court for payment.Nothing in this paragraph shall preclude the Senior
Administrator of Benefits and the Clerk of Court from refusing to pay unfounded time and fees.
7. BILLING OF FEES A_NO EXPENSES
ATTORNEY shall comply with the following requirements as to billing fees and expenses as a
condition precedent to COUNTY'S obligation to pay each bill:
7.1.Monthly bills
Unless otherwise agreed in a writing signed by the COUNTY,bills shall be issued monthly by
ATTORNEY within fifteen(15)days after the close of each month.ATTORNEY understands
that COUNTY requires prompt bills in part to facilitate effective management of the
representation and fees.
7.2.Bill format
ATTORNEY shall provide detailed,itemized bills which shall,at a minimum:
7.2.1 De Mdo
Provide a general description of the matter,to include the name of the COUNTY department or
constitutional officer, if not indicated in the title of the matter,for which legal services are being
performed(e.g.Richard Roe v.Monroe County—EEO Claim);a description of the work
performed in enough detail so that each item is distinguishable from other listed items and with
sufficient to allow COUNTY to determine the necessity for and reasonableness of the time
expended,the services performed,the project or task each service relates to,the subject and
Purpose of each service,and the names of others who were present or communicated with in the
course of performing the service.For example,simply the word"research"is not acceptable,
more detail about the type of research and what was determined by the research is necessary.
7.2.2 PennF1
Clearly identify each timekeeper performing services in conjunction with each entry.Clearly
identify all persons who arc not full-time lawyers employed by the ATTORNEY'S firm
(including paralegals,employees of ATTORNEY with their titles,subcontractors, independent
contractors,temporary employees,and outsourcing providers).Personnel who are not listed as
additional timekeepers will not be paid unless approved under paragraph 6.3 of this Agreement.
7.2.3 Time Records
Record the time expended by each time-keeper separately.In those situations where the minimum
billing increment exceeds the actual time spent on a task and several of these"minor"tasks are
performed,it is expected that the services will be aggregated until the total actual time spent
meets the minimum billing increment.
7.2.4 Totals a n_d ay Task
State the amount of time expended by each time-keeper broken down for each task,
7.2.5 Summary of Rates
In a summary at the beginning or end of the bill,provide the current hourly rate for each time-
keeper,the total time billed by each time-keeper in that bill,the product of the total ttrrie and
hourly rate for each tine-keeper,the total fees charged,and are reconciliation between the
amount charged and any applicable estimated or budgeted amount,by task. In addition,each
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monthly statement should show the aggregate billing for that matter from the commencement of
the matter through the currently-billed month.
7.3.ExgM
COUNTY will pay the-a actual,reasonable-coat of the following expense items if incurred in
accordance with the guidelines below and promptly itemized in ATTORNEY'S monthly bill:
7.3.1 Reimbursable expgs
Actual cost for necessary long distance telephone calls,teleeopying at S.25 per outgoing page,
overnight or expedited delivery,couriers,photocopying at$.15 per page,postage,court fees,and
other expenses approved in advance by COUNTY or as listed below:
7.3.1.1.Expedited qt_emerg=y services
ATTORNEY is expected to avoid using expedited or emergency services,such as express
delivery services,couriers,telecopying,overtime,and so on,unless necessary because of
unexpected developments or extremely short deadlines.COUNTY may refuse to pay for any such
expenses when incurred routinely or because of ATTORNEY'S failure to manage the matter
efficiently.
7.3.1.2.Cora2mj r+ research
ATTORNEY is expected to use computerized research services cost-effectively to reduce time
spent on research,for example,while closely-monitoring computerized research to insure that the
charges arc reasonable and necessary.ATTORNEY is expected to pass through to COUNTY any
discounts or other arrangements that reduce the cost of computerized services.
7.3.1.3.Photocopvina
ATTORNEY is encouraged to use outside copying services to reduce the cost of large-volume
copying,provided that these expenses are efficient,cost-effective,and incurred and billed in
accordance with this Agreement.ATTORNEY is responsible for insuring that all copying
complies with copyright obligations.
7.3.1.4.TjAnggri is
Transcripts should not be ordered without prior approval from COUNTY.Transcripts should not
be ordered on an expedited basis unless necessary and approved in advance by COUNTY.
ATTORNEY should obtain digital electronic/computerized copies of transcripts when available
at a reasonable cost to avoid charging for time spent digesting or indexing transcripts,and to
allow COUNTY to maintain a digital electronic/computerized database of all transcripts.
7.3.1.5 Travel Expo
Travel expenses within the ATTORNEY'S local or metropolitan area will not be reimbursed if
the time spent in transit is billed.Travel expenses outside the metropolitan area may only be
reimbursed if the travel was approved in advance by COUNTY.Reimbursable travel expenses,if
approved in advance,are the cost of transportation by the least expensive practicable means(e.g.,
coach class air travel),the cost of reasonable hotel accommodations,and the cost of
transportation while out of town(e.g.,by cab or rental car,whichever seems reasonable,at the
lowest amilable rate).Travel expenses will be reimbursed in accordance with the applicable
provisions of Florida Statute 112.321 and of the Monroe County Code for"approved travelers"
and shall be summarized on the Monroe County Travel Form by ATTORNEY with all applicable
receipts attached thereto.
7.3.1.6 Travel Time
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Time spent in transit,locally or otherwise,may be billed only if(a)ATTORNEY or time-keeper
is unable to avoid traveling by using other forms of cot rurxunication and(b)ATTORNEY or tirrie-
keeper is unable to bill time in transit to other clients.Travel by more than one time-keeper at the
same time to the same destination is not allowed without prior approval from COUNTY,
Approved travel ttme during tirrre-keeper's normal business hours wilTbc billed at the hourly rate
listed for the time-keeper in paragraph 6.3 of this Agreement.Approved travel time outside of
time-keeper's normal business hours will be billed at one-half the hourly rate listed for the time-
keeper in paragraph 6.3 of this Agreement.
7.3.2.Non-re' ufable expo
The following expenses will in no event be reimbursable without prior written approval by
COUNTY ATTORNEY and approval by the Board of COUNTY Commissioners.
7.3.2.1.personal and Offi a Costa
Meals for time-keepers not related to travel,overtime,word processing or co
Personal expenses,expenses that benefited other clients,expenses for books,costs computer charges,
of temporary
employees,periodicals or other library materials,internal filing or other document handling
charges,clerical expenses,stationery and other supply expenses,utilities,and any other expense
that is either unreasonable or unnecessary,(The fact that ATTORNEY charges other clients or
that other firms charge their clients for an expense does not make it reasonable or necessary under
this Agreement.)
7.3.2.2. Experts.consul
servifc&etc.
ATTORNEY is not authorized to retain experts,additional counsel,consultants,support services,
or the like,or to out source or delegate work outside ATTORNEY'S law firm,without prior
written approval by County Attorney and approval by the Board of County Commissioners. If
agreed to ATTORNEY will be responsible for selecting and managing the services of others so
including terms applicable to ATTORNEY.ATTORNEY will manage o that their services and expenses will be rendered in accordance with the terms of this Agreement,
thers to obtain cost
effective services for COUNTY.Unless otherwise agreed in writing,ATTORNEY shall obtain a
written retainer agreement,in a form which may be specified by COUNTY,from each service
provider, with bills from each provider being sent to both ATTORNEY and COUNTY,
7.3.2.3 Temoc�,ng
ATTORNEY will not bill COUNTY for the time and expenses of temporary employees,
including so-called`Temps"or contract ATTORNEYS or other staff from outside companies,
nor"outsource"or delegate work,nor charge for summer associates,law clerks,or student
clerks,(collectively"temporary staff'even if not temporarily employed)without full advance
disclosure of the employee's temporary or short-term status to COUNTY,including disclosure of
the actual amount paid or to be paid to the individual.Unless COUNTY expressly agrees in
writing to paying additional amounts after full disclosure by ATTORNEY,ATTORNEY may not
charge COUNTY more than the actual cost paid by ATTORNEY.
7.3.2.4.Expenses not massed thMUh er e..ti m`i
waa
COUNTY will not �-"`""
pay any markup for expenses.COUNTY will only reimburse the
ATTORNEY for their actual approved out-of-pocket costs and expenses,whether incurred
consultants,Personallyby an approved time-keeper or incurred by other approved personnel(such as experts,
support services personnel,or outsourced services personnels
7.3.2.5. Overhead not char to County
6
COUNTY will not pay for any"expense"items that are in fact part of ATTORNEY'S overhead
which should be included within ATTORNEY'S fee,the determination of which expenses fall
into this category are strictly within the discretion of the COUNTY.
7.3.3.Advance t1Dllroval of exnensg
In addition to the items noted above,ATTORNEY shall obtain advance approval from COUNTY
before incurring any expense in excess of$1,000.00 if ATTORNEY expects to be reimbursed for
that expense.COUNTY may refuse to pay any expense for which advance approval was
not obtained by ATTORNEY.
7.3.4.Coies of receipts for g1poM
ATTORNEY shall include copies of receipts for all expenses with the itemized monthly bill.
COUNTY may refuse to pay any expense item for which documentation is not provided by
ATTORNEY.
7.3.5.Expenses(and fees)after termination
Upon termination of the representation,ATTORNEY shall promptly bill COUNTY for any
remaining reimbursable expenses and fees.COUNTY may refuse to pay any fees or expenses not
billed within 45 days of termination of the representation.ATTORNEY is also expected to
cooperate promptly with all aspects of termination and,if applicable,transition to other counsel.
Payment for fees and expenses is contingent upon prompt,full cooperation.
7.4. 8111 and exp M documentation
ATTORNEY understands that ATTORNEY must have documentation to support all aspects of
each bill,including fees and expenses,and must maintain that documentation until at least one
year after the termination of the representation.This documentation shall be made available by
ATTORNEY to COUNTY(or COUNTY'S designated representative, including an accountant,
the COUNTY Clerk or COUNTY Clerk's representative,or legal bill auditor)upon COUNTY'S
written request.ATTORNEY agrees to cooperate with any examination of this documentation
and ATTORNEY'S fees and expenses,e.g.,by responding promptly and completely to any
questions COUNTY or its designated representative may have.ATTORNEY shall notify
COUNTY in writing at least 60 days in advance of destroying any such records and,in the event
that COUNTY requests that they be preserved,shall preserve them at least one additional year or,
at the option of the COUNTY,delivered to the COUNTY for storage by the COUNTY,with
COUNTY responsible for paying the actual cost of storage.This documentation shall
include,for example,original time records,expense receipts,and documentation supporting the
amount charged by ATTORNEY for expense items generated by ATTORNEY or his or her firm.
COUNTY reserves the right not to pay any fee or expense item for which sufficient
documentation or expense item for which sufficient documentation is not available to determine
whether the item was necessary and reasonable.
8. FAYMEff TERMS
ATTORNEY'S request for payments and reimbmsements may be made in either the
ATTORNEY'S name or the name of the ATTORNEY'S law firm,as appropriate.ATTORNEY
bills complying with this Agreement are due and payable according to the Prompt Payment Act.
If the bill materially fails to comply with the requirements of this Agreement;then it is not due
and payable until its deficiencies are remedied by ATTORNEY.
9. MATTER MANAGEMENT
7
COUNTY will expect that all communications between ATTORNEY,and additional time
keepers,and COUNTY will be reviewed by ATTORNEY and that ATTORNEY will serve as the
point of contact for this matter,including billing questions.
9.1-Case in
COUNTY will be advised promptly by ATTORNEY of all significant facts and developments in
the matter so that COUNTY may manage the matter effectively and make informed decisions
about strategy,tactics,settlement,scheduling,costs,and other related matters.COUNTY will
promptly receive from ATTORNEY copies of all orders,opinions,pleadings,briefs,memoranda
(internal and external),correspondence,and any other document material to the subject matter of
this Agreement,such that the COUNTY will have a current,up-to-date,"mirror"copy of the
COUNTY'S file maintained by ATTORNEY.For discovery materials or exhibits that are
lengthy.ATTORNEY should discuss them with COUNTY before providing a copy.Documents
available in digital electronic%omputenzed form should be provided in that form in lieu of paper
copies.Additionally,ATTORNEY may be required to submit,on a monthly basis,a case status
and progress report to be submitted to the Board of COUNTY Commissioners. The format of the
report shall be in the form required by the COUNTY ATTORNEY.
9.2.Case control
ATTORNEY shall discuss all significant issues of strategy and tactics,including motions,
discovery,pleadings,briefs,trial preparation,experts,and settlement,with COUNTY before
implementation.ATTORNEY is expected to exercise independent professional judgment.
9.3.ATTORNEY coopera4on
ATTORNEY will cooperate with COUNTY or COUNTY'S representatives to promptly provide
all information COUNTY requests or needs about the subject matter of this Agreement and
ATTORNEY'S bills.
9.4.COUNTY _coonerati�n
ATTORNEY should consult with COUNTY about all opportunities for COUNTY to save money
or make use of COUNTY'S expertise to assist in,e.g.,responding to discovery,preparing for
trial, locating experts,and the like.COUNTY may also have personnel and facilities available to
reduce the expenses related to the subject matter of this Agreement.
10. CONFID1�NTiA AND P>.BLIC RELATIONS
ATTORNEY is not authorized to waive or release any privilege or other protection of
information—confidential,secret,or otherwise—obtained from or on behalf of COUNTY.
ATTORNEY is to keep all confidential,privileged,or secret information confidential.This
requirement is perpetual,i.e.,it will continue even after the termination of the relationship and
this Agreement.
10.1 Prohibition a&ainst use of
This requirement is also intended to prohibit ATTORNEY from using information obtained from
or on behalf of COUNTY,including work product prepared at COUNTY'S expense, for other
client's of ATTORNEY or his or her firm,without COUNTY'S advance written approval.
10.2 No use of County for *rti�'tna
ATTORNEY is not authorized to identify COUNTY as a COUNTY,e.g.,for purposes of
marketing or advertising,without COUNTY'S prior approval.
11. OWNERSHIP OF ATTnRNFy FQ ES AND WORK PR D CT
S
ATTORNEY understands that all files and work product prepared by ATTORNEY or his or her
firm at the expense of COUNTY(or for which COUNTY is otherwise billed)is the property of
COUNTY.Without COUNTY'S prior written approval,this work product may not be used by
ATTORNEY or his or her firm nor disclosed by ATTORNEY or his or her firm to others,exec
in the-nornud-course-of�c'��Prestiitation of COUNT Y 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 rites and work
product,regardless of whether the representation or matter is ongoing and whether ATTORNEY
fees and expenses have been paid in full.
12. DISPLrrF R FSS.r r rT tON
ATTORNEY and COUNTY agree that if a dispute arises between them that neither shall be
required to enter into any arbitration proceedings related to this Agreement
12.1. ng Attorne fees or exp W
ATTORNEY and COUNTY agree that all disputes regarding ATTORNEY'S fees or expenses
are to be resolved pursuant to the procedures and practices for mediation by the ATTORNEY
Consumer Assistance Program of the Florida Bar.
12.2. Disputes regarding interpretation
COUNTY and ATTORNEY agree that all disputes and disagreements between them regarding
interpretation of the Agreement shall be attempted to be resolved by a meet and confer session
between representatives of COUNTY and ATTORNEY.If the issue cr 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 terrmnate the Agreement upon ten(10)business days notice in writing to
the other party.
12.3 Legal or Administrative ree
In the event any administrative or legal proceeding is instituted against either the COUNTY or
ATTORNEY relating to the formation, execution, performance, or breach of this Agreement,
the COUNTY and ATTORNEY each agree to participate,to the extent required by the other,In
all proceedings, hearings, processes, meetings, and other activities related to the substance of
this Agreement; institution of any administrative or legal proceeding shall constitute immediate
termination of this Agreement. ATTORNEY agrees to forward copies of all documents in his or
her possession related to the matter which is the subject of this Agreement to COUNTY at the time
of filing any administrative or legal proceeding.
12.4 ATTORNEy'S Fees end 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 costa,investigative,and out-of-pocket expenses in
appellate proceedings.Mediation proceedings initiated and conducted pursuant to this Agreement
or as may be required by a court of competent jurisdiction shall be conducted in accordance with
the Florida Rules of Civil Procedure and the usual and customary procedures required by the
circuit court of Monroe County and shall take place in Monroe County.
9
13. NOTICE R_EO_UIElHDU
Any notice required or permitted under this agreement shall be in writing and hand delivered or
mailed, Postage prepaid, to the other party by certified mail' returned receipt requested, to the
follow-- - - -
Ong-:- -- ----
FOR COUNTY
County Administrator and County Attorney and Senior Administrator
500 Whitehead Street PO Box 1026 1100 Simonton Street,Room 2-268
Key West,FL 33040 Key West,FL.33041 Key West,FL 33040
FOR ATTORNEY
Steve Kronenberg,Esq.
8201 Peters Road
Fort Lauderdale,FL 33324
954-370-9970
14. GOVERNING LAW Nn 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 to the State.Venue for any
legal action which may arise out of or under this agreement shall be in Monroe County,Florida.
15. ENTIRE AG R MENT
The entire agreement between the COUNTY and ATTORNEY with respect to the subject matter
hereof is contained in this Agreement.This Agreement supersedes all prior oral and written
proposals and communications between the COUNTY and ATTORNEY related to this
Agreement.No provision of this Agreement shall be deemed waived,amended or modified by
either party unless such waiver,amendment or modification is in writing and signed by the party
against whom the waiver,amendment or modification is claimed.This Agreement shall be
binding upon and inure to the benefit of the parties hereto,their permitted successors and assigns.
16. FLORIDA GOVERNMENT IN THE SUNSHINE LAW
ATTORNEY agrees that,unless specifically exempted or excepted by Florida law,the provisions
of Chapter 120,Florida Statutes,generally require full and public discussion of matters to be
voted upon by the Board of COUNTY Commissioners.ATTORNEY agrees to consult with the
COUNTY ATTORNEY'S office concerning the application of the Sunshine law from time to
time conceming specific circumstances that may arise during the tern of this Agreement.
17. FLORIDA PUBLIC D FonRDS a�U
ATTORNEY agrees that,unless specifically exempted or excepted by Flonda law or Rules and
Regulations of The Florida Bar,the provisions of Chapter 119,Florida Statutes,generally require
public access to all records and documents which may be made or received under this Agreement.
ATTORNEY agrees to consult with the COUNTY ATTORNEY'S office concerning the
application of the Public Records Law from time to time concerning specific circumstances that
may arise during the tern of this Agreement.
l 8. NO ASSIQNBIE TS
ATTORNEY shall not assign or subcontract its obligations under this agreement,except in
writing and with the prior written approval of the Board of COUNTY Commissioners of Monroe
County,which approval shall be subject to such conditions and provisions as the Board may
10
deem necessary. This paragraph shall be incorporated by reference into any assignment or
subcontract and any assignee or subcontractor shall comply with all of the provisions of this
Agreement. Unless expressly provided for therein,such approval shall in no manner or event be
deemed to impose any additional obligation upon the Board.
19. 1EMyAT1O_N
Hither of the parties hereto may terminate this contract without cause by giving the other party
fifteen(15)business days written notice of its intention to do so.
19.1 l urrients forwarded to rAT I y
ATTORNEY agrees to forward to COUNTY along with Notice of Termination or upon receipt of
Notice of Termination, depending upon which party terminates the Agreement, copies of all
documents in his or her possession of any nature whatsoever related to the ATTORNEY"S
representation of COUNTY or obtained due to ATTORNEYS representation of COUNTY.
19.2 Restriction on Communications
ATTORNEY agrees not to communicate with the public,including the press,about COUNTY or
about this matter.
20. SEV .R ADj =
If a term,covenant,condition or provision of this Agreement shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction,the remaining terms,covenants,
conditions and provisions of this Agreement shall not be affected thereby;and each remaining
term,covenant,condition and provision of this Agreement shall be valid and shall be enforceable
to the fullest extent permitted by law unless the enforcement of the remaining terms,covenants,
conditions and provision of this Agreement would prevent the accomplishment of the original
intent of this Agreement.The COUNTY and ATTORNEY agree to reform the Agreement to
replace any stricken provision with a valid provision that comes as close as possible to the intent
of the stricken provision.
21. CAEMM
The captions set forth herein are for convenience of reference only and shall not define,modify,
or limit any of the terms hereof.
22. LEGAL(M) LIGATiONS -- --- [iNCira q Nnt�r r�cr Rig r.,�
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 authonzing,the delegation of
the constitutional or statutory duties of the COUNTY,except to the extent permitted by the
Florida Constitution,state statutes,case law,and,specifically,the provisions of Chapter 125,
Florida Statutes.
23. RECORI)s
ATTORNEY shall maintain all books,records,and documents directly pertinent to performance
under this Agreement,including the documents referred to in this Agreement,in accordance with
generally accepted accounting principles,consistently applied.Upon ten(10)business days
written notice to the other,representatives of either the COUNTY or ATTORNEY shall have
access,at all reasonable times,to all the other party's books,records,correspondence,
11
instructions,receipts,vouchers and memoranda(excluding computer software)pertaining to
work under this Agreement for the purpose of conducting a complete independent fiscal audit.
ATTORNEY shall retain all records required to be kept under this Agreement for a minimum of
five years,and for at least four years after the termination of this agreement.ATTORNEY shall
- keep-such records stem necessary to document the performance-of the -agreetnenrand eX�nses
as incurred,and give access to these records at the request of the COUNTY,the State of Florida
or authorized agents and representatives of said government bodies.It is the responsibility of
ATTORNEY to maintain appropriate records to insure a proper accounting of all collections and
remittances.ATTORNEY shall be responsible for repayment of any and all audit exceptions
which are identified by the Auditor General for the State of Florida,the Clerk of Court for
Monroe County,the Board of COUNTY Commissioners for Monroe COUNTY,or their agents
and representatives.
24. PUBLIC ACCESS
The COUNTY and ATTORNEY shall allow and permit reasonable access to and inspection of,
all documents,papers,letters,or other materials subject to the Florida Public Records Law,as
provided in Chapter 119,Florida Statutes,and made or received by the them,unless specifically
cxompted by State Statute,Rules and Regulations of The Florida Bar,or case law.COUNTY
shall have the right to cancel this agreement upon violation of this provision by ATTORNEY.
25. MQJ%OE COtr►J T V CODE ETHICS PROVISION
ATTORNEY warrants that he has not employed,retained or otherwise had act on his behalf any
former COUNTY officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any
COUNTY officer or employee in violation of Section 3 of Ordinance No. 10 1"0.For breach or
violation of this provision the COUNTY may,at its discretion,terminate this Agreement without
liability and may also,at its discretion,deduct from the sums owed under the Agreement,or
otherwise recover,the full amount of any fee,comniission,percentage,gift,or consideration paid
to the former or present COUNTY officer or employee.COUNTY employees and officers are
required to comply with the standards of conduct delineated in Section 112.313,Florida Statutes,
regarding,but not limited to,solicitation or acceptance of gifts,doing business with one's agency,
unauthorized compensation,and misuse of public position,conflicting employment or contractual
relationship,and disclosure of certain information.
26. FVBLIC EN1I'CY Cszi��t~STATPX4PNT
Florida law provides that person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on an agreement to provide
any goods or services to a public entity,may not submit a bid on a agreement with a public entity
for the construction or repair of a public building or public work,may not submit bids on leases
of real property to public entity,may not be awarded or perform work as a contractor, supplier,
sub contractor,or consultant under a agreement with any public entity,and may not transact
business with any public entity in excess of the threshold amount provided in Section 287.017,
for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted
vendor list.ATTORNEY warrants the neither ATTORNEY nor any authorized time keeper has
been named to the convicted vendor list.
27. ANTI-KICKBACK
ATTORNEY warrants that no person has been employed or retained to solicit or secure this
Agreement upon any contract or understanding for a commission,percentage,brokerage or
contingent fee,and that no employee or officer of the COUNTY has any interest,financially or
otherwise,in this Agreement, except as expressly statod herein.For breach or violation of this
warranty,the COUNTY shall have the right to annul this agreement without liability or,in its
12
discretion,to deduct any sums to be paid by COUNTY under this Agreement,or otherwise
recover,the full amount of such commission,percentage,brokerage or contingent fee.
29. _ MODIFICATIONS AIYD AIu—Fnrnt�• •rrc
- - - - -
This Agreement may not be modified in any way without the express,written consent of both
parties.Any and all modifications and Amendments of the terms of this Agreement shall be in
writing and executed by the Board of COUNTY Commissioners for Monroe County and by
ATTORNEY in the same manner as this Agreement.
29. INDEP ENT MVTI2 Ar-r,
At all times and for all purposes hereunder,ATTORNEY is an independent contractor and not an
employee of the Board of COUNTY Commissioners of Monroe County,No statement contained
in this Agreement shall be construed so as to find ATTORNEY or any of the authorized time
keepers,to be the employees of the Board of COUNTY Commissioners of Monroe County,and
they shall be entitled to none of the rights,privileges or benefits of employees of Monroe County.
30. OQMPI.IANCE WITH r Aw
In carrying out ATTORNEY'S obligations under this agreement,ATTORNEY shall abide by all
statutes,ordinances,rules and regulations pertaining to or regulating the provisions of this
Agreement,including those now in effect and hereafter adopted.Any violation of said statutes,
ordinances,rules or regulations shall constitute a material breach of this Agreement and shall
entitle the COUNTY to terminate this Agreement immediately upon delivery of written notice of
termination to ATTORNEY.
31. LICENSINt3
ATTORNEY warrants that ATTORNEY and additional timekeepers do presently have,shall
have prior to commencement of work under this Agreement,and at all times during said work,all
required licenses and permits whether federal,state,COUNTY or City.
32. NON-DISCRIIti112VATTnN
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 alt federal
and state laws regarding non-discrimination.Upon a determination by a court of competent
jurisdiction that such discrimination has occurred,this Agreement automatically terminates
without any further action by the COUNTY,effective the date of the court order.ATTORNEY is
aware of the provisions of Section 13-101 through 13-106,Monroe County Code,relating to non-
discrimination,and agrees to abide by the Code's nondiscrimination requirements.
33. NON-R_t:t.YAt�trx�}y NON-PARTIES
No person or entity shall be entitled to rely upon the terms,or any of them,of this Agreement to
enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or
program contemplated hereunder,and the COUNTY and ATTORNEY agree that neither the
COUNTY nor ATTORNEY or any officer,agent,or employee of each shall have the authority to
inform,counsel,or otherwise indicate that any particular individual or group of individuals,entity
or entities,have entitlements or benefits under this Agreement separate and apart,inferior to,or
superior to the community in general or for the purposes contemplated under this Agreement.
34. ATTESTATIONS
ATTORNEY agrees to execute such documents as the COUNTY may reasonable require,
including a Drug-Free Workplace Statement,and a Public Entity Critne Statement.
13
35: �F A�£HORtF1f
This Agreement has been duly noticed at a legally held public meeting conducted in Monroe
County,Florida.COUNTY'S performance and obligation to pay under this contract, is contingent
upon annual appropriation by the Hoard of County Commissioners.
36. HOLD HARMI ESs Atvrs IN TR A.NCE
Prior to execution of this agreement,ATTORNEY shall furnish COUNTY Certificates of
Insurance indicating the minimum professional liability coverage for ATTORNEY and additional
tune-keepers In the amount of$250,000 per occurrence4500.000aggregate ATTORNEY agrees
to keep the same amount of coverage or more at all times and to provide proof of said coverage to
COUNTY at COUNTY'S request at any time during the term of the Agreement,
37. NO PERSONALt to UjTy
No covenant or oblip ion contained in this Agreement shall be deemed to be a covenant or
Obligation of any member,oflloa,a8W or employee of the Board Of COUNTY Commissioners
of Monroe County in his or bar individual capacity and no member,of%cer,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. EX Uhl LN CQI&LU ARTS
This Agreement may be executed in tiny 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 aiming any such countepart.
THIS AGREEMENT will become effective when executed by both the ATTORNEY and
executed by the Board of COUNTY Commissioners of Monroe County,Florida.
1 .
Board of County jommastioners
Of Monroe Co
Cleric By.
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ASSISTANT TTORNEY
Date