Item K07BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: August 19,2009 Division: _County_Attorney
Bulk Item: Yes X No _ Department:
Staff Contact Person/Phone #: Suzanne Hutton x 3470
AGENDA ITEM WORDING: Approval of contract with Timothy Volpe, Esq. of Volpe, Bajalia,
Wickes, Rogerson & Galloway, P.A. for legal services related to wind storm insurance coverage and
rates.
ITEM BACKGROUND:
Citizens Property Insurance has requested a 100% increase in rates. In 2006, Mr. Volpe achieved
significant reduction in rates for Monroe County, and it is desired to use his services once again in
challenging the latest efforts for unfair and unfounded increases in rates to the property owners in
Monroe County.
PREVIOUS RELEVANT BOCC ACTION:
Approval of a contract in 2006, which contract expired at the end of the provision of services in the
earlier challenge. Direction to staff to seek from municipalities contributions to cost of 2009 rate
challenge. Tabling of agenda item for approval of contract at meeting of 8/3/09.
CONTRACT/AGREEMENT CHANGES:
STAFF RECOMMENDATIONS:
Approval
TOTAL COST:$100,00 INDIRECT COST:
DIFFERENTIAL OF LOCAL PREFERENCE:
COST TO COUNTY:
BUDGETED: Yes No
SOURCE OF FUNDS:
REVENUE PRODUCING: Yes No AMOUNT PER MONTH
APPROVED BY: County Atty X OMB/Purchasing Risk Management
DOCUMENTATION
DISPOSITION:
Revised 7/09
Included Not Required
AGENDA ITEM #
Year
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: August 3, 2009 (Marathon)
Bulk Item: Yes X No
Division: _County Attorney
Department:
Staff Contact Person/Phone #: Suzanne Hutton x 3470
AGENDA ITEM WORDING:
Approval of contract with Timothy Volpe, Esq. of Volpe, Bajalia, Wickes, Rogerson & Galloway, P.A.
for legal services related to wind storm insurance coverage and rates.
ITEM BACKGROUND:
Citizens Property Insurance has requested a 100% increase in rates. In 2006, Mr. Volpe achieved
significant reduction in rates for Monroe County, and it is desired to use his services once again in
challenging the latest efforts for unfair and unfounded increases in rates to the property owners in
Monroe County.
PREVIOUS RELEVANT BOCC ACTION:
Approval of a contract in 2006, which contract expired at the end of the provision of services in the
earlier challenge. Direction to staff to seek from municipalities contributions to cost of 2009 rate
challenge.
CONTRACT/AGREEMENT CHANGES:
STAFF RECOMMENDATIONS:
Approval
TOTAL COST:sioo,000 INDIRECT COST: BUDGETED: Yes _No
Maximum
DIFFERENTIAL OF LOCAL PREFERENCE:
COST TO COUNTY: SOURCE OF FUNDS:
REVENUE PRODUCING: Yes No AMOUNT PER MONTH. Year
APPROVED BY: County Atty OMB/Purchasing Risk Management
DOCUMENTATION: Included
DISPOSITION:
Revised 7/09
Not Required,
AGENDA ITEM # 6 �_
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MONROE COUNTY, FLORIDA
STANDARD LEGAL SERVICES AGREEMENT
With TIMOTHY WAYNE VOLPE, ESQ.
This AGREEMENT is made and entered into on the day of , 2009, between 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 TIMOTHY WAYNE VOLPE
("Attorney") of the firm of Volpe, Bajalia, Wickes, Rogerson, & Wachs, P.A. regarding the retention
of Attorney by County to provide legal advice and services as set out below and as set out in Exhibit
A hereto:
1. Client: The Client is the County, and to the extent ethically permissible, its elected and
appointed officers and its' employees, unless County advises Attorney otherwise. In the event that
Attorney cannot ethically represent individuals in addition to County, Attorney shall advise County in
writing of that fact immediately.
2. Attorney: The 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. If
Attorney practices with others who may also provide services to County, he or she understands that
County expects that Attorney will be responsible for managing the representation, assuring
compliance of others with the terms of this Agreement and ethical requirements, preparing and
substantiating all bills, and communicating with County. Attorney may not delegate or outsource
this work without full written disclosure to, and prior written approval from, the County.
3. Matter: Attorney has been retained by County as Consultant to and legal advisor to the County
for wind storm insurance matters which involve, or have the potential to involve, litigation and/or
administrative proceedings. Attorney represents that he or she is competent and available to handle
that matter. In the event that additional matters are assigned by County to Attorney, this agreement shall
apply to those matters as well, unless a separate Agreement is required by the County.
3.1. Review of ethical obligations before initiating representation: Attorney has
conducted a thorough investigation and determined that neither Attorney nor his or her firm has any
ethical impediment, real or potential, to representing County. To the extent that any ethical
impediment, real or potential, is discovered or ever arises, Attorney shall immediately inform
County in writing of the impediment (regardless of whether Attorney believes he or she has taken all
steps necessary to avoid the impediment and regardless of whether Attorney believes that the
impediment is insubstantial or questionable), make full disclosure of the situation to County, obtain
County's express, written consent to continue the representation of the other client, and take all steps
requested by County to avoid or mitigate the impediment. Attorney understands that, if a direct or
indirect conflict of interest arises which, in the opinion of the County, cannot be avoided or
mitigated under the Rules of Professional Conduct of The Florida Bar, County may, in its discretion,
(a) obtain reimbursement from Attorney for all fees and expenses paid to Attorney in this matter;
(b) obtain cancellation of all amounts allegedly owed by County to Attorney; and (c) obtain
reimbursement for consequential expenses incurred by County, including the cost of replacement
counsel.
Volpe Contract 2009 1
3.2. Limitations to Scope of Representation: Attorney shall consult directly with the
office of the County Attorney and the Board of County Commissioners on issues relating to wind
storm insurance coverage, actuarial computation, pricing and other wind storm insurance matters
vital to the citizens of Monroe County.
3.2.1. Coordination with County Attorney. In the event that litigation or
administrative procedures occur, the Attorney will serve either as lead Counsel with the County
Attorney's Office as co -counsel or Attorney shall handle the issues independently of County
Attorney's Office; the County Attorney shall decide which option will be used if such litigation
or administrative procedures arise.
3.3. Term of Agreement and Representation: This Agreement and representation by
Attorney is effective upon acceptance and approval by County in accordance with County's policies,
ordinances, or governing statutes. The representation shall continue until terminated by either the
County, or by the Attorney in accordance with ethical requirements or the terms of this Agreement.
3.4. County expectations and goals: The Attorney shall advise the County on matters
having to do with wind insurance including the issues of insurance coverage, actuarial
computation, pricing, and related issues. The Attorney will assist the County in its goal to insure
reasonable and fair wind storm insurance coverage and pricing. The Attorney will handle
litigation or administrative procedures should they arise, consistent with paragraph 3.2 of this
Agreement, as well as the preparation for such and which involve wind insurance litigation or
administrative procedures.
4. Attorney Fee: The total fees and costs to be incurred under this Agreement shall not exceed One
Hundred Thousand Dollars ($100,000), unless approved by the Board of County Commissioners.
Attorney will be paid for services based on the number of hours expended on behalf of County
(rounded to the nearest tenth of an hour for each time entry), at the rate set forth in paragraph 4.4
of this Agreement, not to include time billable to or compensated by Attorney's other clients.
The following minimum billing documentation and time -keeper requirements are a condition
precedent to payment by the County.
4.1. 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 as indicated in paragraph 4.4 is also not billable.
4.2. Changes to hourly rates: Attorney will charge no more than the hourly rate quoted in
paragraph 4.4 throughout the duration of the matter, unless otherwise agreed in writing signed by
County.
4.3. Discounts to other Clients: The rates Attorney will charge County represent the lowest
rates charged by the same time -keepers to other clients. In the event that lower rates or discounts are
provided to other clients, Attorney and approved time -keepers will also provide them on the same
basis to County.
Volpe Contract 2009 2
4.4. Approved time -keepers: 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 the County are to be added to the staff, then their hourly rates shall be
provided to County in advance, and, upon written approval by the County, their rates and billing
practices shall comply with the requirements of this Agreement. Approved time -keepers approved by
the County are listed below, and this paragraph may be amended from time to time, upon mutual
agreement of the County and the Attorney, to evidence the then -current circumstances.
Approved Time -keepers: Hourly rate:
Timothy Volpe, Esq. $300
Matthew McLauchlin $225
Joyce Durden, Paralegal $110
Ian McKillop $160
4.5. Existing work product: To the extent the Attorney makes use of existing work product,
e.g., in the form of research previously performed for another County, then Attorney may bill only
that time expended in using that work product for County. in other words, no premium, markup, or
other adjustment may be made to bill County for time spent on work already performed.
4.6. Travel: Travel restrictions, including restrictions on billing time during travel, are
set forth below.
5. Billing of Fees and Expenses: Attorney shall comply with the following requirements as to
billing fees and expenses as a condition precedent to County's obligation to pay each bill:
5.1. Monthly bills: Unless otherwise agreed in a writing signed by the County, bills shall be
issued monthly by Attorney within 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.
5.2. Bill format: Attorney shall provide detailed, itemized bills which shall, at a
minimum:
5.2.1 Description. Provide a general description of the matter, to include the name of the
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).
5.2.2 Personnel. Clearly identify each person performing services (i.e., time keepers) in
conjunction with each entry.
5.2.3 Other Personnel. Clearly identify all persons who are not full-time lawyers employed
by the Attomey's firm (including subcontractors, independent contractors, temporary employees, and
outsourcing providers).
5.2.4 Time Records. Record the time expended by each timekeeper 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.
Volpe Contract 2009
5.2.5 Totals and By Task State the amount of time expended by each tune -keeper daily (and,
within each day, broken down by task where more than one project or task was worked upon within
the same day). Listed beside each individual task shall be the time expended on that task.
5.2.6 Task Description. Describe within each itemized daily task entry, in sufficient detail to
readily allow the County to determine the necessity for and reasonableness of the time expended,
the services performed, the project or task each service relates to, the subject and purpose of each
service, and the names of others who were present or communicated with in the course of
performing the service. Included should be a reasonably specific delineation of services sufficiently
itemized to allocate time within a matter to such categories of effort as Legal Research, Fact
Gathering, Internal Conferences, Communications with Client, Particular Document Drafting, Court
Appearance, Deposition Attendance, and so forth.
5.2.7 Summary of Rates. In a summary at the beginning or end of the bill, provide the
current hourly rate for each time -keeper, the total time billed by each time -keeper in that bill, the
product of the total time and hourly rate for each time -keeper, the total fees charged, and a
reconciliation between the amount charged and any applicable estimated or budgeted amount, by
task. In addition, each monthly statement should show the aggregate billing for that matter from the
commencement of the matter through the currently -billed month.
5.2.8 Digital/Electronic Copy. County is currently using Time Matters and Time Billing
software in the County Attorney's office, and prefers that an electronic reporting software which
can be incorporated into the County's software data base for tracking and reporting purposes be
used by Attorney. Attorney should discuss the capabilities of Attorney's billing system with
County before rendering .the first bill. County should receive a digital electronic/computerized
version of each bill, together with a paper copy, to facilitate bill review.
5.3. Expenses: County will pay the actual, reasonable cost of the following expense items if
incurred in accordance with the guidelines below and promptly itemized in Attorney's monthly bill:
5.3.1 Reimbursable expenses: Actual cost for necessary long distance telephone calls,
telecopying at $.25 per outgoing page, overnight or expedited delivery, couriers, photocopying at $.15
per page, postage, court fees, and other expenses approved in advance by County or as listed below:
5.3.1.1. Expedited or emergency services: Attorney is expected to avoid using expedited
or emergency services, such as express delivery services, couriers, telecopying, overtime, and so on,
unless necessary because of unexpected developments or extremely short deadlines. County may
refuse to pay for any such expenses when incurred routinely or because of Attorney's failure to
manage the matter efficiently.
5.3.1.2. Computerized research: Attorney is expected to use computerized research
services cost-effectively to reduce time spent on research, for example, while closely -monitoring
computerized research to insure that the charges are reasonable and necessary. Attorney is
expected to pass through to County any discounts or other arrangements that reduce the cost of
computerized services.
Volpe Contract 2009 4
5.3.1.3. Photocopying: Attorney is encouraged to use outside copying services to reduce
the cost of large -volume copying, provided that these expenses are efficient, cost-effective, and
incurred and billed in accordance with this Agreement. Attorney is responsible for insuring that
all copying complies with copyright obligations.
5.3.1.4. Transcripts: Transcripts should not be ordered without prior approval from County.
Transcripts should not be ordered on an expedited basis unless necessary and approved in advance by
County. Attorney should obtain digital electroni%mputerized 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.
5.3.1.5 Travel Expenses: 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 available rate). Travel expenses will be reimbursed in accordance with the applicable
provisions for "approved travelers" of the Monroe County Code, and will be summarized on the
Monroe County Travel Form with all applicable receipts attached thereto.
5.3.1.6 Travel Time. 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 communication and
(b) Attorney or time -keeper is unable to bill time in transit to other clients. Travel by more than one
time -keeper at the same time to the same destination is not allowed without prior approval from
County. Approved travel time during time -keeper's normal business hours will be billed at the hourly
rate listed for the time -keeper on Exhibit A. Approved travel time outside of time -keeper's normal
business hours will be billed at one-half the hourly rate listed for the timekeeper on Exhibit A.
5.3.2. Non -reimbursable expenses: The following expenses will in no event be
reimbursable, unless specifically agreed to in advance in a writing signed by County:
5.3.2.1. Personal and Office Costs. Meals for time -keepers, overtime, word processing or
computer charges, personal expenses, expenses that benefited other clients, expenses for books, costs
of temporary employees, periodicals or other library materials, internal filing or other document
handling charges, clerical expenses, stationery and other supply expenses, utilities, and any other
expense that is either unreasonable or unnecessary. (The fact that the firm charges other clients or that
other firms charge their clients for an expense does not make it reasonable or necessary.)
5.3.2.2. Experts, consultants, support services, outsourced services, etc. County is
separately contracting for actuarial, services to assist Attorney in the services under this agreement.
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 will be responsible for selecting and managing the services of others so that their
services and expenses will be rendered in accordance with the terms of this Agreement, including
terms applicable to Attorney. Attorney will manage others to obtain cost effective services for
County. Unless otherwise agreed in writing, Attorney shall obtain a written retainer agreement, in a
Volpe Contract 2009 5
form. which may be specified by County, from each service provider, with bills from each provider
being sent to both Attorney (for management purposes) and County (for review and payment).
5.3.2.3. Expenses not passed through at actual cost. County will not pay any markup
for expenses. County will only reimburse the Attorney for their actual approved out-of-pocket
costs and expenses, whether incurred personally by an approved time -keeper or incurred by
other approved personnel (such as experts, consultants, support services personnel, or
outsourced services personnel).
5.3.2.4. Overhead not charged to County. County will not pay for any "expense"
items that are in fact part of Attorney's overhead which should be included within Attorney's
fee.
5.3.3. Advance approval of expenses. In addition to the items noted above, Attorney
shall obtain advance approval from County before incurring any expense in excess of
$1,000.00 if Attorney expects to be reimbursed for that expense. County may refuse to pay any
expense for which advance approval was not obtained by Attorney.
5.3.4. Copies of receipts for expenses. Attorney shall include copies of receipts for all
expenses with the itemized monthly bill. County may refuse to pay any expense item for which
documentation is not provided by Attorney.
5.3.5. 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.
5.4. Bill and expense 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 the Attorney or his or her firm.
County reserves the right not to pay any fee or expense item for which sufficient documentation
is not available to determine whether the item was necessary and reasonable. Upon prior
written Agreement by the County, Attorney may provide the documentation in digital
Volpe Contract 2009 6
electronic form in Adobe Portable Document Format (PDF) or in Alchemy format in lieu of the
manual preservation requirements detailed above.
6. Payment terms: Attorney's request for payments and reimbursements may be made in
either the Attorney's name or the name of the Attorney's law firm, as appropriate. Attorney
bills complying with this Agreement are due and payable upon receipt. If the bill materially
fails to comply with the requirements of this Agreement, then it is not due and payable until its
deficiencies are remedied by Attorney. County is entitled to a 1% prompt payment discount if a
bill is paid within 15 days of receipt by County or correction of deficiencies by Attorney,
whichever is later, (or if the bill is satisfied by funds held by Attorney, e.g., in a trust account).
County shall not be liable for interest or other late charges unless specifically agreed to in
advance in a writing signed by County.
7. Budgets. Attorney will, within thirty (30) days after the effective date of this Agreement,
prepare an estimate or budget of the likely costs, by task, of this matter, including fees and
expenses, and a plan for handling the matter. Attorney will update the budget and plan at least
once every three months. In the event that Attorney obtains information indicating that the
budget (or any line item) may be exceeded by more than ,five percent, he or she will notify
County of that immediately in a written statement accompanying each bill, preferably in
tabular form. Attorney will reconcile the budget with each month's bill, e.g., by explaining
whether the billed amounts, by task, are more or less than the amounts budgeted therefor.
County shall have the right not to pay any amounts that are over budget or not included within
the budget.
8. Staffing and matter management. Attorney has been retained specifically because
Attorney, personally, is understood by County to be able to handle this matter. Employment of
additional individuals, whether attorneys, paralegals, or others, who will bill time to County is
not permitted without the advance written approval of County.
8.1. Time -keeper changes. Changes in time -keepers, e.g., replacement of an attorney
as well as increases or decreases in the number of the time -keepers working on the subject -
matter of this Agreement, must have the advance written approval of County. County expects
to receive discounts or other concessions so that any increases or changes in time -keepers will
not result in unnecessary or unreasonable charges to County, e.g., for training, internal
conferences, and management.
8.2. Duplication of effort. Unless advance County approval is obtained, Attorney will
not have more than one time -keeper bill for court appearances, attendance at depositions and
meeting, including meetings with County representatives, and internal conferences. In the
event that more than one person attends, only the time of the person with the lowest rate will
be billable. Attorney is not permitted to use this matter to provide on the job training for a
time -keeper, and bill for that time -keeper's services, without County's advance approval.
8.3. Matter, management. Attorney is responsible for managing the matter cost-
effectively and competently, e.g., by insuring that additional time -keepers are competent,
properly supervised, efficient, and in compliance with the terms of this Agreement as well as
Volpe Contract 2009 7
with ethical obligations.
8.4. Communications. The County Attorney, or an Assistant County Attorney
designated by the County Attorney shall serve as the point of contact with Attorney for this
matter, including billing questions.
8.5. Case monitoring. County will be advised promptly by Attorney of all significant
facts and developments in the matter so that County may manage the matter effectively and
make informed decisions about strategy, tactics, settlement, scheduling, costs, and other related
matters. County will promptly receive from Attorney copies of all orders, opinions, pleadings,
briefs, memoranda (internal and external), correspondence, and any other document material to
the subject matter of this Agreement, such that the County will have a current, up-to-date,
"mirror" copy of the County's file maintained by Attorney. For discovery materials or exhibits
that are lengthy, Attorney should discuss them with County before providing a copy.
Documents available in digital electronic/computerized form should be provided in that form
in lieu of paper copies. 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.
8.6. 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, but to implement the decisions of County as expressed to the County by the County
Attorney.
8.7. Attorney cooperation. Attorney will cooperate with County or County's
representatives to promptly provide all information County requests or needs about the subject
matter of this Agreement andAttorney's bills.
8.8. County cooperation. Attorney should consult with County about all opportunities
for County to save money or make use of County's expertise to assist in, e.g., responding to
discovery, preparing for trial, locating experts, and the like. County may also have personnel
and facilities available to reduce the expenses related to the subject matter of this Agreement.
8.9. Temporary staff, delegation, outsourcing. Attorney will not bill County for the
time and expenses of temporary employees, including so-called "Temps" or contract attorneys
or other 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.
9. Confidentiality and public relations: Attorney is not authorized to waive or release any
privilege or other protection of information — confidential, secret, or otherwise — obtained from
Volpe Contract 2009 8
or on behalf of County. Attorney is to keep all confidential, privileged, or secret information
confidential. This requirement is perpetual, i.e., it will continue even after the termination of
the relationship and this Agreement. This requirement is also intended to prohibit Attorney
from using information obtained from or on behalf of County, including work product prepared
at County's expense, for other clients of Attorney or his or her firm, without County's advance
written approval. Attorney is not authorized to identify County as a County, e.g., for purposes
of marketing or advertising, without County's prior approval. Upon termination of the
representation, Attorney agrees to return promptly all information obtained from or on behalf
of County to County. Attorney is not authorized to communicate with the public, including the
press, about County or this matter without the advance approval of County.
14. Ownership of Attorney files and work product: Attorney understands that all files and
work product prepared by Attorney or his or her firm at the expense of County (or for which
County is otherwise billed) is the property of County. Without County's prior written approval,
this work product may not be used by Attorney or his or her firm nor disclosed by Attorney or
his or her firm to others, except in the normal course of Attorney's representation of County in
this matter. Attorney agrees that County owns all rights, including copyrights, to materials
prepared by County or by Attorney on behalf of County. Attorney shall notify County in
writing at least 60 days in advance of destroying any such records and, in the event that
County requests that they be preserved, shall preserve them at least one additional year (with
County responsible for paying the actual cost of storage). Attorney shall provide County with
prompt access to (including the ability to make copies of) all attorney files and work product,
regardless of whether the representation or matter is ongoing and whether attorney fees and
expenses have been paid in full.
11. Dispute resolution: Attorney and County agree that all disputes regarding Attorney's fees
or expenses are to be resolved pursuant to the procedures and practices for mediation by the
Attorney Consumer Assistance Program of the Florida Bar.
12. Governing law, modification of this Agreement, entire agreement: This Agreement is
to be interpreted in accordance with the laws of Florida and with the ethical requirements of
that jurisdiction. The Agreement may not be modified in any way without the express, written
agreement of both parties. This represents the entire agreement of the parties.
13. Monroe County Code Ethics Provisions: This provision is found in Section 18.8 below.
14. Time Keeper Defined: As used in this Agreement, the term "time keeper" shall include
Attorney and other attorneys and individuals identified in Exhibit A who will be providing
services under this Agreement and who will bill the County for their services in accordance
with this Agreement.
15. Methods of Approval and Consent By County: Any consents or approvals required by
this Agreement to be made by the County shall, unless the context expressly states otherwise,
be made by the County Attorney or an authorized Assistant County Attorney in written form,
to include but not limited to hand-written, typed, or printed notes, electronic mail, letters, or
facsimile transmissions.
Volpe Contract 2009 9
16. Florida Government -in -the -Sunshine Law: Attorney agrees that, unless specifically
exempted or excepted by Florida law, the provisions of Chapter 120, Florida Statutes,
generally require full and public discussion of matters to be voted upon by the Board of
County Commissioners. Attorney agrees to consult with the County Attorney's office
concerning the application of the Sunshine law from time to time concerning specific
circumstances that may arise during the term of this Agreement.
17. Florida Public Records Law: Attorney agrees that, unless specifically exempted or
excepted by Florida law or Rules and Regulations of The Florida Bar, the provisions of
Chapter 119, Florida Statutes, generally require public access to all records and documents
which may be made or received under this Agreement. Attorney agrees to consult with the
County Attorney's office concerning the application of the Public Records Law from time to
time concerning specific circumstances that may arise during the term of this Agreement.
18. County's Standard Contract Terms:
18.1 No Assignments. Without the prior written consent from the County, Attorney
shall not assign or transfer this Agreement.
18.2 Entire Agreement. The entire agreement between the County and Attorney
with respect to the subject matter hereof is contained in this Agreement. This Agreement
supersedes all prior oral and written proposals and communications between the County and
Attorney related to this Agreement. No provision of this Agreement shall be deemed waived,
amended or modified by either party unless such waiver, amendment or modification is in
writing and signed by the party against whom the waiver, amendment or modification is
claimed. This Agreement shall be binding upon and inure to the benefit of the parties hereto,
their permitted successors and assigns.
18.3 Severability. If a term, covenant, condition or provision of this Agreement shall
be declared invalid or unenforceable to any extent by a court of competent 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.
18.4 Captions. The captions set forth herein are for convenience of reference only and
shall not define, modify, or limit any of the terms hereof.
18.5 Governing Law and Venue. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida applicable to contracts made and to be
performed entirely in, the State. Venue for any legal action which may arise out of or under this
agreement shall be in Monroe County, Florida.
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18.5.1 Conflicts, in interpretation. The County and Attorney agree that, in the event
of conflicting interpretations of the terms or a term of this Agreement by or between them, the
final interpretation by the County shall apply.
18.5.2 Adjudication of Disputes and Disagreements. The County and Attorney agree
that all disputes and disagreements between them shall be attempted to be resolved by a meet
and confer session between representatives of the County and Attorney. If the issue or issues
are still not resolved to the satisfaction of both within 30 days after the meet and confer
session, then either shall have the right to seek such relief as may be provided by this
Agreement or by Florida law.
18.5.3 Cooperation. In the event any administrative or legal proceeding is instituted
against either the County or Attorney relating to the formation, execution, performance, or
breach of this Agreement, the County and Attorney each agree to participate, to the extent
required by the other, in all proceedings, hearings, processes, meetings, and other activities
related to the substance of this Agreement. The County and Attorney each agree that neither
shall be required to enter into any arbitration proceedings; related to this Agreement or any
Attachment or Addendum to this Agreement.
18.5.4 Legal Obligations and Responsibilities; Non -delegation of Constitutional or
Statutory Duties. This Agreement is not intended to relieve, nor shall it be construed as
relieving, either the County or Attorney from any obligation or responsibility imposed upon
each by law except to the extent of actual and timely performance thereof by the other, in
which case the performance may be offered in satisfaction of the obligation or responsibility.
Further this Agreement is not intended to authorize, nor shall it be construed as authorizing,
the delegation of the constitutional or statutory duties of the County, except to the extent
permitted by the Florida Constitution, state statutes, case law, and, specifically, the provisions
of Chapter 125, Florida Statutes.
18.6 Attorney's Fees and Costs. In the event any administrative proceeding or cause
of action is initiated or defended by the County or Attorney relative to the enforcement or
interpretation of this Agreement, the prevailing party shall be entitled to an award of
reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award
against the non -prevailing party, and shall include reasonable attorney's fees, court costs,
investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings
initiated and conducted pursuant to this Agreement or as may be required by a court of
competent jurisdiction shall be conducted in accordance with the Florida Rules of Civil
Procedure and usual and customary procedures required by the circuit court of Monroe
County.
18.7 Records. Attorney shall maintain all books, records, and documents directly
pertinent to performance under this Agreement, including the documents referred to in
Sections 5.4 and 10 of this Agreement, in accordance with generally accepted accounting
principles, consistently applied. Upon ten (10) business days written notice to the other,
representatives of either the County or Attorney shall have access, at all reasonable times, to all
Volpe Contract 2009 1.1.
the other party's books, records, correspondence, instructions, receipts, vouchers and
memoranda (excluding computer software) pertaining to work under this Agreement for the
purpose of conducting a complete independent fiscal audit. Attorney shall retain all records
required to be kept under this Agreement for a minimum of five years, and for at least four
years after the termination of this agreement. Attorney shall keep such records as are necessary
to document the performance of the agreement and expenses as incurred, and give access to
these records at the request of the County, the State of Florida or authorized agents and
representatives of said government bodies. It is the responsibility of Attorney to maintain
appropriate records to insure a proper accounting of all collections and remittances. Attorney
shall be responsible for repayment of any and all audit exceptions which are identified by the
Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of
County Commissioners for Monroe County, or their agents and representatives.
18.7.1 Public Access. The County and Attorney shall allow and permit reasonable
access to and inspection of, all documents, papers, letters, or other materials subject to the
Florida Public Records Law, as provided in Chapter 119, Florida Statutes, and made or
received by the them, unless specifically exempted by State Statute, Rules and Regulations of
The Florida Bar, or case law. County shall have the right to cancel this agreement upon
violation of this provision by Attorney.
18.8 Monroe County Code Ethics Provision. Attorney warrants that he has not
employed, retained or otherwise had act on his behalf any former County officer or employee
in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in
violation of Section 3 of Ordinance No. 10 1990. For breach or violation of this provision the
County may, at its discretion, terminate this Agreement without liability and may also, at its
discretion, deduct from the sums owed under the Agreement, or otherwise recover, the full
amount of any fee, commission, percentage, gift, or consideration paid to the former or present
County officer or employee. County employees and officers are required to comply with the
standards of conduct delineated in Section 112.313, Florida Statutes, regarding, but not limited
to, solicitation or acceptance of gifts, doing business with one's agency, unauthorized
compensation, misuse of public position, conflicting employment or contractual relationship,
and disclosure of certain information.
18.9 Authority. Attorney warrants that he and the authorized time keepers are
authorized by law and the Rules and Regulations of The Florida Bar to engage in the
performance of the activities encompassed by this Agreement. If Attorney is a member of a
law firm, either as partner, shareholder, associate, or other relationship, Attorney warrants that
he is authorized to enter into this Agreement by Attorney's law firm.
18.10 Public Entity Crime Statement. Florida law provides that person or affiliate
who has been placed on the convicted vendor list following a conviction for public entity
crime may not submit a bid on an agreement to provide any goods or services to a public
entity, may not submit a bid on a agreement with a public entity for the construction or repair
of a public building or public work, may not submit bids on leases of real property to public
entity, may not be ' awarded or perform work as a contractor, supplier, subcontractor, or
consultant under a agreement with any public entity, and may not transact business with any
Volpe Contract 2009 12
public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY
TWO for a period of 36 months from the date of being placed on the convicted vendor list.
Attorney warrants the neither Attorney nor any authorized time keeper has been named to the
convicted vendor list.
18.11 Anti -kickback. Attorney warrants that no person has been employed or retained
to solicit or secure this Agreement upon any contract or understanding for a commission,
percentage, brokerage or contingent fee, and that no employee or officer of the County has any
interest, financially or otherwise, in this Agreement, except as expressly stated herein. For
breach or violation of this warranty, the County shall have the right to annul this agreement
without liability or, in its discretion, to deduct any sums to be paid by County under this
Agreement, or otherwise recover, the full amount of such commission, percentage, brokerage
or contingent fee.
18.12 Modifications and Amendments. Any and all modifications of the terms of
this agreement shall only be amended in writing and executed by the Board of County
Commissioners for Monroe County and by Attorney.
18.13 Independent Contractor. At all times and for all 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.
18.14 Compliance with Law. In carrying out Attorney's obligations under this
agreement, Attorney shall abide by all statutes, ordinances, rules and regulations pertaining to
or regulating the provisions of this Agreement, including those now in effect and hereafter
adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a
material breach of this Agreement and shall entitle the County to terminate this Agreement
immediately upon delivery of written notice of termination to Attorney.
18.15 Licensing and Permits. Attorney warrants that Attorney shall have, prior to
commencement of work under this agreement and at all times during said work, all required
licenses and permits whether federal, state, County or City.
18.16 Non -Discrimination. Attorney shall not discriminate, in its employment
practices and in providing services hereunder, on the basis of race, color, sex, religion,
disability, national origin, ancestry, sexual orientation, gender identity or expression, familial
status, or age, and shall abide by all federal and state laws regarding non-discrimination. Upon a
determination by a court of competent jurisdiction that such discrimination has occurred, this
Agreement automatically terminates without any further action by the County, effective the
date of the court order. Attorney is aware of the provisions of Section 13-101 through 13-106,
Monroe County Code, relating to non-discrimination, and agrees to abide by the Code's non-
discrimination requirements.
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18.17 Claims for State or Federal Aid. The County and Attorney agree that each shall
be, and is, empowered to apply for, seek, and obtain federal and state funds to further the
purpose of this Agreement, provided that all applications, requests, grant proposals, and funding
solicitations by Attorney shall be approved by the County prior to submission.
18.18 Non -Reliance by Non -Parties. No person or entity shall be entitled to rely upon
the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party
claim or entitlement to or benefit of any service or program contemplated hereunder, and the
County and Attorney agree that neither the County nor Attorney or any officer, agent, or
employee of each shall have the authority to inform, counsel, or otherwise indicate that any
particular individual or group of individuals, entity or entities, have entitlements or benefits
under this Agreement separate and apart, inferior to, or superior to the community in general or
for the purposes contemplated under this Agreement.
18.19 Attestations. Attorney agrees to execute such documents as the County may
reasonably require, including a Drug -Free Workplace Statement, and a Public Entity Crime
Statement.
18.20 Signatures of Parties Required. This Agreement shall not be effective until
executed by both County and Attorney and received in final executed form by an authorized
representative of County.
18.21 County Authority. This Agreement has been approved at a duly noticed and
legally held public meeting conducted in Monroe County, Florida.
18.22 No Personal Liability. No covenant or obligation contained in this Agreement
shall be deemed to be a covenant or obligation of any member, officer, agent or employee of
the Board Of County Commissioners of Monroe County in his or her individual capacity and
no member, officer, agent or employee of the Board Of County Commissioners of Monroe
County shall be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
18.23 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together shall
constitute one and the same instrument and the County and Attorney may execute this
Agreement by signing any such counterpart.
THIS AGREEMENT has been signed and executed by the Board of County
Commissioners of Monroe County, Florida, and has been signed and executed by Attorney, on
the dates indicated below, and shall be and effective as of the day of 52009.
Volpe Contract 2009 14
IN WITNESS WHEREOF, the parties hereto have been executed this Agreement as of the date
first written above.
Attest:
Danny L. Kohlage, Clerk
By.
Deputy Clerk
Date:
Witnesses For Attorney:
Signature
Printed Name
Signature
Printed Name
Board of County Commissioners
Of Monroe County,
By:
Date. -
Attorney
George Neugent, Mayor
Signature
Printed Name
Mailing Address:
City/State/Z[P:
MONROE COUNTY ATTORNEY
A OVCD AS T M,
'ZfkNNE A. iiTTON
C(3ttiv� ' TTEY
Volpe Contract 2009 15