Item O6
, ,
,
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: July 16.2008
Division: County Attorney
Bulk Item: Yes
No
Staff Contact Person: Natileene Cassel
Telephone# 292-3470
AGENDA ITEM WORDING: Approval to enter into a separate professional services
contract, with Trauner Consulting Services Inc., and to waive the purchasing policy to
enable County to continue to use Trauner as a technical expert in the case of The Tower
Group V$. Monroe County. Trauner was originally hired under the contract with
GrayIRobinson, P,A.; this action takes the contract out of the GrayIRobinson contract.
ITEM BACKGROUND: This will not cost the County any more money than it would
have paid if the contract remained under the GrayIRobinson contract, The Clerk of Courts
desires a separate contract with Trauner rather than paying them under the
GrayIRobinson contract. Trauner Consulting Services, Inc. was hired by GraylRobinson
to review the documentation submitte~ by both parties, in order to render expert
assistance in the claims for damages made by The Tower Group. The assistance of an
expert is essential to the defense of this claim and the number of documents to be
reviewed and analyzed is extensive,
PREVIOUS RELEVANT BOCC ACTION: County entered into a contract on July 19,
2006 with GrayIRobinson to represent the County in litigation involving the Freeman
Justice Center; that contract was amended on June 20, 2007 to allow for the hiring of
Trauner Consulting Services, Inc.
CONTRACT/AGREEMENT CHANGES:
STAFF RECOMMENDATIONS: Approval
TOTAL COST: estimated at $150,000 BUDGETED: Yes -L No
(includes all amounts already obligated or expended)
COST TO COUNTY: $150.000 estimated
SOURCE OF FUNDS: general fund
REVENUE PRODUCING: Yes No --X AMOUNT PER MONTH_ Year
APPROVED BY: County ~ ~ ~ _ Risk Management 0J..f.
DOCUMENTATION: Inc1uded X . l~Uired_
DISPOSITION:
AGENDA ITEM #
(: f
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACTSill\1MARY
Contract with: Trauner Consulting Contract #_
Effective Date: 7-1-2007
Expiration Date: N/A
Contract Purpose/Description:
Professional expert services in evaluating damages for delay in lawsuit with The Tower
Group, Inc,
Contract Manager: Natileene Cassel 3580 County Attorney
(Name) (Ext, ) (Department/Stop #)
for BOCC meeting on Agenda Deadline:
CONTRACT COSTS
Total Dollar Value of Contract: $ 150,000
Budgeted? YesD No D Account Codes:
Grant: $
County Match: $
Current Year Portion: $ $150,000
001-67501-530318-_-_
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-- ............... ~ ............--- ...............
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............... ............... - - -
ADDITIONAL COSTS
Estimated Ongoing Costs: $unknown/yr For:
(Not included in dollar value above) (eg, maintenance, utilities, janitorial, salaries, etc,)
CONTRACT REVIEW
Division Director
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Changes
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YesD NoE[' -
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YesDNo~2t ~~ 1{a./og
YesDNo~ ~ -/ ~ "'
Date Out
Risk Management
PJ/t..
O,M.B.IPurchasing I-I-~
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County Attorney ~~t(
Comments:
OMB Form Revised 2/27/01 MCP #2
PROFESSIONAL SERVICES AGREEMENT
BETWEEN MONROE COUNTY AND
TRAUNER CONSULTING SERVICES, INC.
TillS AGREEMENT made and entered into this _ day of ,2008, by and between the
MONROE COUNTY ("COUNTY"), a political subdivision of the State of Florida whose address
is liDO Simonton Street, Key West, Florida 33040, and TRAUNER CONSULTING SERVICES,
INC. ("TRAUNER"), a professional consulting corporation, whose address is 1617 JFK Boulevard-
Suite 600, Philadelphia, P A 19103, hereby enter into this Agreement regarding the retention of
TRAUNER by COUNTY to provide consulting services in the case of The Tower Group, Inc, vs.
Monroe County Board of County Commissioners, Case No, 07-CA-1428K (Litigation),
WHEREAS, COUNTY desires to continue the services of TRAUNER to provide expert technical
consultation in review of construction documents, research and related expert opinion, and, if
necessary, expert testimony; and
WHEREAS, TRAUNER desires to provide the services to the COUNTY;
NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein,
the parties agree as follows:
1. TRAUNER will provide expert consultation and technical advice in the areas of
construction document review, related research, and expert testimony, ifrequested, by COUNTY in
the litigation.
2. The parties agree that TRAUNER was originally hired under the Agreement between the
COUNTY and GraylRobinson P.A. as amended on June 20,2007; however, as the litigation has
proceeded it has become more reasonable to enter into this separate Agreement with TRAUNER.
3. This Agreement is retroactive to July 1,2007, and shall become effective upon signature
by all parties and shall continue in effect until services are completed or terminated by either
party, with or without cause, upon fifteen (15) days written notice to the other party,
4, TRAUNER shall bill COUNTY at the hourly rate and time for approved time
keepers. Records of the time expended and description of the service performed by each time-
keeper shall be detailed separately on the invoices. Personnel who are not listed as timekeepers
will not be paid unless approved in writing under the requirements of this Agreement.
Hourly Rates. and Changes to hourly rates are set at:
Approved Time Keepers:
Name:
Scott Lowe
Richard Burnham
Mackie Chapman
Cheryl McBride
John Crane
Brian Furniss
Vincent Rotonda
Charles Kesler
Hourly Rate:
285.00
185.00
185.00
185.00
180.00
160.00
160.00
135,00
Sean Bader
Marcus Greene
Anna Shkil
Janet Montgomery
Donna Lane
Deborah Lorenzen
T eri Doss
Goribel Perez
125.00
125.00
105,00
105.00
105.00
75,00
55.00
55.00
5, TRAUNER shall be reimbursed for travel and other expenses only to the extent and the
amounts authorized by Article XXVI of the Monroe County Code, payment will be made
periodically, but no more frequently than monthly, in arrears. Expenses shall be submitted by
TRAUNER and authorized by COUNTY in writing with backup documentation as required by
the Clerk of Court. Invoices shall include copies of receipts for all. 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 with all applicable receipts attached thereto. Airplane travel shall be verified by the
attachment of a boarding pass or by a waiver.
6, The COUNTY'S performance and obligation to pay under this Agreement is contingent
upon an annual appropriation by the Board of County Commissioners.
7, COUNTY and TRAUNER acknowledge that COUNTY does not waive any immunity
nor does COUNTY agree to hold consultant harmless; notwithstanding the provision of Sec,
768.28, Florida Statutes, the participation ofTRAUNER and COUNTY in this Agreement and
the acquisition of any commercial liability insurance coverage, self-insurance, or local
government liability insurance pool coverage shall not be deemed a waiver of immunity to the
extent of liability coverage, nor shall any contract entered into by COUNTY be required to
contain any provision for waiver.
8. County and Contractor agree that there will be no discrimination against any person, and
it is expressly understood that upon a determination by a court of competent j urisdiction that
discrimination has occurred, this Agreement automatically terminates without any further action
on the part of any party, effective the date of the court order. County or Contractor agree to
comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of
1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2)
Title IX of the Education Amendment of 1972, as amended (20 USC ss, 1681-1683, and 1685-
1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act
of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps;
4) The Age Discrimination Act of 1975, as amended (42 USC ss, 6101-6107) which prohibits
discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-
255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss, 690dd-3 and
290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8)
Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities
Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to
2
nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any
Federal or state stat.utes which may apply to the parties to, or the subject matter of, this
Agreement.
9, NOTICE REOUIREMENT
Any notice required or pennitted under this agreement shall be in writing and hand delivered or
mailed, postage prepaid, to the other party by certified mail, retumed receipt requested, to the
following:
FOR COUNTY
County Attorney
PO Box 1026
Key West, FL. 33040
FOR TRAUNER: ..p
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10. This Agreement shall be govemed 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,
11. The entire agreement between the COUNTY and TRAUNER 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 TRAUNER related to this
Agreement. No provision ofthis 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.
12, TRAUNER 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 TRAUNER'S
consultation with COUNTY or obtained thereto,
13. 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 TRAUNER 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,
14. 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
3
be in writing and executed by the Board of County Commissioners for Monroe County and by
TRAUNER in the s~me manner as this Agreement.
15, COUNTY and TRAUNER agree that nothing contained herein shall create any
relationship, contractual or otherwise, with or any rights in favor of, any third party.
16, This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original, all ofwhich taken together shall constitute one and the same instrument
and the COUNTY and TRAUNER may execute this Agreement by signing any such counterpart.
17, COUNTY and TRAUNER agree that if any dispute and disagreement arise between them
they shall be attempted to be resolved by a meet and confer session between representatives of
each party, If the issue or issues are still not resolved to the satisfaction of both parties, then any
party shall have the right to seek such relief or remedy as may be provided under the Agreement
or under Florida law. The parties further agree that no party to this Agreement shall be required to
enter into any arbitration proceeding s related to this Agreement.
18, COUNTY and TRAUNER agree that neither presently has any interest, and shall not
acquire any interest, which would conflict in any manner or degree with its performance under
this Agreement, and that the on Iy interest of each is to perform and receive benefits as recited in
this Agreement.
THIS AGREEMENT will become effective when executed by both the TRAUNER and
executed by the Board of County Commissioners of Monroe County, Florida,
Board of County Commissioners
Of Monroe County
Attest:
Danny L. Kolhage, Clerk
By:
By:
Mario Di Gennaro, Mayor
Date:
Deputy Clerk
Date:
Signature
Witness to TRAUNER:
Print Name
Address:
DATE:
DATE: lo .z.?; -08
MONROE COUNTY ATTORNEY
PROVED AS TOnRM:
. La.~~
NATILEENE w. CASSEL
ASSISTAJT COYNTY ATTORNEY
Date ~ f .:20 D?
4
WmST AMENDMENT TO AGRIE!!I:MJENT JI>>A1f!!I:J.!ll.JiUILV n'9~ ::m[l!1fi;
BETWEEN MONROE COlUNTY AND GlRA Y RO!R;lINSON~ r.A.
On this o? &~ay of 11. J ~ A .2007, A.D., the Board of County Commissioners
of Monroe County, Fjorfd~~~~iislative and governing body of Monroe County.
Florida. and in accordance with the powers enumerated in Section 125.01, Florida
Statutes ("County") and Gray Robinson, P.A, ("Attorney"), hereby entered into this First
Amendment to their agreement dated July 19, 2006.
NOW THEREFORE. in consideration of the mutual covenants and provisions contained
herein, the parties amend the July 19, 2006 agreement as follows:
1. Paragraph 4, SCOPE OF WORK, shall be amended to read as follows:
A TIORNEY shall provide legal services and advice to COUNTY in the following
matters:
a) ELIZABEm J. NEUMONT, et.a!. vs. STATE OF FLORIDA, et.,al.- including
appellate work and relevant drafting of briefs, research, and/or litigation as assigned to
A TIORNEY by COUNTY through the COUNTY ATTORNEY,
il) Freeman Justice Centell' -- An legal matters, issues. including but not limited
to litigation which arise from the construction of the Freeman Justice Center
(hereinafter "Freeman Justice Center").
c) Employee Benefits -- Legal advice to the County's Employee Services
Division regarding employee benefits (hereinafter "Employee Benefits").
ATTORNEY may be assigned new matters by the COUNTY ATTORNEY, and only the
COUNTY A TIORNEY from time to time during the term of this Agreement, those
matters shall be included under this Agreement when assigned by the COUNTY in
writing and accepted in writing by A TIORNEY and the Clerk of Court is notified in
writing of the addition of the matter. The new matter shall be given a new name and the
matter shall be billed under that name.
2, Paragraphs 4.1 and 4.2 remain unchanged as set out in the original agreement.
3. Paragraph 6.3, Hourly Rates and Changes to hourly rates, is replaced in its entirety as
follows:
Hourly rates for A TIORNEY and additional Timekeepers for each matter will be set at:
a) Neumont v. MOBlH'Oe COURllty:
Name
Ed Scales
Monterrery Campbell
Hourly Rate
$225,00
$225.00
Jason Unger $225.00
R, Dean Cannon $225.00
Mark Milier $225.00
Pete Antonacci $225.00
Frank Fleicher $225,00
lb) Fll'eClltiUlllffi JunstDce CellDtelr:
Name Hourly Rate
Mark Miller $275.00
Ed Scales $275.00
Jeffrey Keiner $275.00
Donald Gibson $275.00
Associates
Christine Donoghue $220,00
Trevor Arnold $210,00
Chris Carmody $220,00
Kristie Hatcher-Bolin $190.00
Joseph Ort $175.00
Amanda Simmons $175.00
S. Braxton Wiggs $175.00
Paralegals
Kari Reed $85,00
Karen Cassata $90.00
Karen Pollard $75.00
Christie Hughey $50,00
c) Employee Benefits:
Name Hourly Rate
Kelley Bosecker $300.00
John Finnigan $275.00
Michael Bittman $290.00
Lowell Walters $185.00
ATTORNEY will charge no more than the hourly rate quoted above throughout the
duration of the specific matter referenced, unless otherwise agreed to in writing and
approved by the COUNTY in the same manner as in this First Amendment to original
agreement. The rates stated above are retroactive to August 1,2006,
4, The remainder of paragraph 6 remains unchanged as set out in the original agreement.
5. Paragraph 7.3.1 ,6~ Trraven Time. is amended by inserting the following sentence at the
end of that paragraph as it appears in the original agreement:
Notwithstanding the preceding language in this paragraph. the A TTOR..NEY shall
not be entitled bill for travei time for time spent traveling between the Attorney's
local area and Monroe County.
6. Paragraph 7,3.2.2. Experts. consultants. suPport services, outsourced services, etc., is
amended by inserting the following sentence at the end of that paragraph as it appears in
the original agreement:
The hiring of the firm of Trauner Consulting Services, Inc. to serve as an expert in
the Freeman Justice Center matter is hereby authorized by the County Attorney
and the Board of County Commissioners,
7. The remainder of paragraph 7 remains unchanged as set out in the original agreement.
8. All other paragraphs not amended herein shall remain in full force and effect.
9.
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Signature
CDlISnf. ~\')~v\
Print Name -)
Date: lo- '3'---07
For the Attorney,
Gray Robinson, P.A.
BY:-'-~
f1'1/j~ 1: ;4; /1141 Jf/;ft/IAjJ/'h
Print Na~)itle
Date: If ~J fJ 7
AGREEMENT lThlE'JI'VVEEN MOI\1ROE COlUN1fY AND
GRAY/ROBINSON, ]l"A.
THIS AGREEMENT, made and entered into this I'lt:aay of (1" iLl ,2006, A.D., by and
between the BOARD OF COUNTY COI<AMISSIONERS OF M~OUN1Y, FLORID}.., as the
legislative and governing body of Monroe County, Florida, and in accordance with the powers
enumerated iIl Section 125.ol, Florida Statutes ("COUNTY") and, GRAYIROBINSON, P.A
("ATIORNEV') 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. TIlE CLIENT
The Client is the COUNTY, and to the extent ethically permissible, its elected and appointed officers
and its employees, tmless COUNTY advises ATTORNEY otherwise,
2. TIIE ATTORNEY
ATTORNEY is the individual or professional association named above and whose legally authorized
signature appears at the bottom of this Agreement ATTORNEY is licensed to practice law in all
jurisdictions relevant to this matter. AITORNEY has been retained specifically because
ATTORNEY is understood by COUNTY to be able to handle this matter_ If ATIORNEY
practices with others who may also provide services to COUNTY, he or she understands that
COUNTY expects that ATIORNEY will be responsible for managing the representation, assuring
compliance of others with the tenns of this Agreement and ethical requirements, preparing and
substantiating all bills, ,and communicating with COUNTY. ATIORNEY may not delegate or
outsource this work without full written disclosure to, and prior written approval from, the COUN1Y.
3. TERM OF AGREEMENT
This Agreement and representation by A TIORNEY is effective upon execution by A TIORNEY
and acceptance and approval by COUNTY in accordance with COUNTY'S policies, ordinances,
or governing statutes. The representation shall continue until terminated by either the COUNTY,
or by the ATTORNEY in accordance with ethical requirements and/or the tenus of this
Agreement.
4. SCOPE OF THE WORK
ATTORNEY shall provide legal services and advice to COUNTY regarding appellate work in the
case of ELIZABETH J. NEUMONT, et.al. VS. STATE OF FLORIDA, et.,al. and relevant drafting
of briefs, research, and/or litigation as assigned to A TIORNEY by COUNTY through the
COUNTY ATTORNEY. ATTORNEY may be assigned new matters by the COUTNY
ATTORNEY, and only the COUNTY ATTORNEY from time to time during the term of this
Agreement, those matters shall be included under this Agreement when assigned by the
COUNTY in writing and accepted in writing by ATTORNEY and the Clerk of Court is notified
in Vlriting of the addition of the matter. The new matter shall be given a new name and the matter
shall be billed under that name.
4.1 Professional abiH\)' to perform work. appointment of contract manager
ATTORNEY warrants that he or she is authorized by law to engage in the performance of the
activities herein described, subject to the terms and conditions set forth in these contract
documents. ATTORNEY shall designate an individual attorney to be the contract manager for
each matter and the contract manager shan at all times exercise independent, professional
judgment and shall assume professional responsibility for the senrices to be provided.
ATTORNEY warrants that he or she and the authorized time keepers are authorized by IElW and
the Rules and Regulations of The Florida Bar to engage in the performance of the activities
encompassed by this Agreement. If A ITORl'-lEY 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 the law fim1.
4.2 Management of time keepeg;
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 ETIIICAL OBLIGATIONS AND POTENTIAL CONFLICTS OF
INTEREST BEFORE INITIATING REPRESENTATION
A TIORNEY has conducted a thorough investigation and determined that neither A TIORNEY nor his
or her firm has any ethical impediment, real or potential, including but not limited to conflicts of
interest, to representing COUNTY. To the extent that any ethical impediment, real or potential, is
discovered or ever arises, A TIORNEY 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 A TIORNEY 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. AITORNEY WIderstands 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, COUNlY may, in its discretion, (a) obtain
reimbursement from ATTORNEY for all fees and expenses paid to ATIORNEY in this matter; (b)
obtaincancelJation 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. PAYMENTS TO ATIORNEY
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 A TIORNEY Fee (Hourly)
A TIORNEY 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
A TIORNEY 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 bave not been approved
by COUNTY is also not billable.
6.3. Hourly Rates. and Changes to hourly rates
2
Hourly rates for ATIOP..NEY and additional Timekeepers will be set at:
Approved! TIme KeepeJrs:
Name:
Ed Scales, Esq.
Monterrey Campbell, Esq,
Jason Unger
R. Dean Cannon
Mark Miller
Pete Antonocci
Frank Fleisher
Hourly Rate:
$225.00
$225.00
$225.00
$225.00
$225.00
$225.00
$225.00
ATTORNEY will charge no more than the hourly rate quoted above throughout the duration of
the matter, unless otherwise agreed in vvriting and approved by COUNTY in the same manner as
Agreement.
6.4. 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, AITORNEY and approved time-keepers will also provide them on the same basis to
COUNTY.
6.5. Time keepers
As used in this Agreement, the term "time keeper" shall include ATTORNEY and other
AITORNEYS 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 this Agreement.
6.51. 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 meetings, including meetings
wi th 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. ATIORN"EY 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
6.5.2. Time-keeper changes
Time-keepers approved by the COUNTY are listed in paragraph 6.3 of this Agreement, and may be
amended from time to time, upon mutual agreement ofthe COUNTY and the A'ITORNEY, 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 COUNfY 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. 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.
6.6. Existing work nroduct
To the extent the ATTORNEY makes use of existing work product. e,g., in the form of research
previously performed for another client, then ATTORNEY shall bill only that time expended in
3
using that work product for COUNTY. In other \i!/ords, no premium, markup, or other adjustment
shaH be made to COUNTY bill for time spent on work already performed,
7. BILLING OF FEES AND EXPENSES
ATTORNEY shall comply with the follovving requ.irements as to billing fees and expenses as a
condition precedent to COUNTY'S obligation to pay each bill:
7.1. MonthlyJl.ilJs
Unless otherwise agreed in a writing signed by the COUNTY. bills shall be issued monthly by
A TIORNEY within fifteen (15) days after the close of each month. ATTORNEY understands
that COU1\lTY requires prompt bills in part to facilitate effective management of the
representation and fees.
7.2. Bill fonnat
ATIORNEY shall provide detailed, itemized bills which shan, at a minimum:
7.2.1 Description
Provide a general description of the matter. to include the name of the COUNTY department or
constitutional officer, ifnot 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
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 perfonning 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 Personnel
Clearly identifY each timekeeper performing services in conjunction with each entry. Clearly
identify all persons who are not full-time lawyers employed by the A TIORNEY'S firm
(including paralegals, employees of AITORNEY 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 in writing the requirements ofthis
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 and By 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 time and
hourly rate for each time-keeper, the total fees charged, and are 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.
4
7.3, 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 A TIORNEY' S monthly bill:
7.3.1 Reimbursable expenses
Actual cost for necessary long distance telephone cans, 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:
7.3.1.1. Expedited or emer~ency 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. Computerized research
A TIORNEY 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.
7.3.1.3. Photocooving
AITORNEY 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. A TIORNEY is responsible for insuring that all copying
complies with copyright obligations.
7.3.1.4. 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.
ATIORNEY 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 Expenses
Travel expenses within the ATTORNEY'S local or metropolitan area will not be reimbursed and
time in transit is not billable. Local and Metropolitan area is defmed as being within fifty (50)
miles of the AITORNEY'S usual office space an does not include travel to or from the residence
to the office.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 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 AITORNEY with all applicable receipts attached thereto.
5
7.3.1.6 Travel Time
Time spent in transit outside the ATTORNEY'S local area W.2y be billed only if ATIORNEY or
time~keeper is unable to avoid traveling by using other forms of corrnnunication or it is
determined by COUNTY and AITORNEY that travel is in the best interest of COUNTY with
prior approval of COUNTY. Travel by more than one time-keeper at the same time to the same
destination in not allowed without prior written approval by COUNTY. Approved travel time
during time-keeper's normal business hours win be 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 timekeeper in paragraph 6.3
of this Agreement.
7.3.2. Non-reimbursable expenses
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 Office Costs
Meals for time-keepers not related to travel, 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 ATIORNEY 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. consultants. support services. outsourced services. etc,
ATTORNEY is not authorized to retain experts, additional counsel, consultants, support services,
or the like, or to out source or delegate work outside ATIORNEY'S law firm, without prior
written approval by County Attorney and approval by the Board of County Commissioners, If
agreed to ATIORNEY 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, ATIORNEY 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 Temporary Staffing
ATTORNEY will not bill COUNTY for the time and expenses oftemporary employees,
including so-called "Temps" or contract A TIORNEYS 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 ifnot temporarily employed) without full advance
disclosure of the employee's temporary or short-tenn 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 ATIORNEY, ATIORNEY may not
charge COUNTY more than the actual cost paid by ATTORNEY.
7.3.2.4. Exoenses not passed through at actual cost
COUNTY will not pay any markup for expenses. COUNTY will only reimburse the
A rrORNEY 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 persoJUlel. or outsourced services personnel).
6
7.3.2.5. Overhead not char?;ed to County
COUNTY vlill not pay for any "expense" items that are in fact part of ATIORi'\IEY'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 approval of expenses
In addition to the items noted above, ATTORNEY shan obtain advance approval from COUNTY
before incuning 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 A !TORNEY.
7.3.4. Copies of receipts for expenses
ATTORNEY shall include copies afreceipts far 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) aftertennination
Upon termination of the representation, ATIORNEY 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, fult cooperation,
7.4. Bill and expense documentation
ATTORNEY must maintain support documentation for services and bills until at least one year
after the termination of the representation. This documentation shall be made available by
ATTORNEY to COUNTY (or COUNfY'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 ofthis documentation
and ATIORNEY'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 finn.
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 detennine
whether the item was necessary and reasonable.
8. PAYMENT TERMS
A TIORNEY'S request for payments and reimbursements may be made in either the
A TIORNEY'S name or the name of the A TIORNEY'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
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COUNTY will expect that all communications between ATTORNEY, and additional time
keepers, and COUNfY will be reviewed by ATIORNEY and that ATTORNEY will serve as the
point of contact for this matter, including billing questions,
9.1. Case monitoring
COUNTY will be advised promptly by AITORNEY 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 fl:om A TIORNEY 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 oftbe
COUNTY'S file maintained by ATTORNEY. For discovery materials or exhibits that are
lengthy, A TIORNEY 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 if requested by COUNTY. 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
AITORNEY.
9,2. Case control
AITORNEY shall discuss all significant issues of strategy and tactics, including motions,
discovery, pleadings, briefs, trial preparation, experts, .and settlement, with COUNTY before
implementation. ATIORNEY is expected to exercise independent professional judgment.
9.3. ATIORNEY cooperation
ATTORNEY will cooperate with COUNTY or COUNTY'S representatives to promptly provide
all information COUNTY requests or needs about the subject matter of this Agreement and
ATIORNEY'S bills and handling of the matter.
9.4. 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.
10. 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 or on behalf of COUNTY.
ATTORNEY is to keep all confidential, privileged, or secret information confidential. This
requirement is perpetual, Le., it will continue even after the termination of the relationship and
this Agreement.
10.1 Prohibition against use ofinfonnation
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 Count)' for marketing purposes
ATTORNEY is not authorized to identify COUNTY as a COUNTY, e,g., for purposes of
marketing or advertising, without COUNTY'S prior approval.
8
11. OWNERSHiP OF A'ITOMEY FHLES AND WORK PRODUCI
ATTORNEY understands that an 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 vl.'ritten approval, this work product may not be used by
ATTORNEY or his or her film nor disclosed by ATTORNEY or his or her fIrm to others, except
in the normal course of AITORNEY'S representation of COUNTY in this matter. ATTORNEY
agrees that COUNTY ovvns 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 COUNfY 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 A TIORNEY
fees and expenses have been paid in full,
12. DISPUTE RESOLUTION
AITORNEY 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. Disputes regarding Attorney fees or expenses
AITORNEYand COUNTY agree that all disputes regarding AITORNEY'S fees or expenses
are to be resolved pursuant to the procedures and practices for mediation by the Attorney
Consumer Assistance Program ofthe Florida Bar.
12.2. Disputes reearding interpretation
COUNTY and A TIORNEY 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 or issues are still not
resolved to the satisfaction of both within thirty (30) days after the meet and confer session, then
either shall have the right to terminate the Agreement upon ten (10) business days notice in
writing to the other party.
12.3 Legal or Administrative procedures
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. AITORNEY 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 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 the usual and customary procedures required by the
circuit court of Monroe County and shall take place in Monroe County,
13. NOTICE REOUrnEMENT
Any notice required or pennitted under this agreement shall be in writing and hand delivered or
mailed, postage prepaid, to the other party by certified mail, retumed receipt requested, to the
following:
FOR COUNTY
County Administrator and
500 Whitehead Street
Key West, FL. 33041
County Attorney
PO Box 1026
Key West, FL 33040
FOR A TIORNEY
Edwin A. Scales, Esq.
201 Front Street
Key West, FL 33040
305-292-8950
14. GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida applicable to contracts made and to be perfonned entirely in the State, Venue for any
legal action which may arise out of or under this agreement shall be in Monroe County; Florida.
(
15. ENTmE AGREEMENT
The entire agreement between the COUNTY and ATIORNEY 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
AITORNEY 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. ATIORNEY 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 oftms Agreement.
17, FLORIDA PUBLIC RECORDS LAW
A TIORNEY 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, genemlly require
public access to all records and documents which may be made or received under this Agreement.
A TIORNEY 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, NO ASSIGNMENTS
AITORNEY shall not assign or subcontract its obligations urider this agreement, except in
writing and with the prior written approval of the Board of County Commissioners of Monroe
10
County, which approval shaH be subject to such conditions and provisions as the Board may
deem necessary, This paragraph shan 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. TERMINATION
Either of the pmties hereto may tenninate this contract without cause by giving the other party
fifteen (15) business days 'Nritten notice of its intention to do SQ.
19.1 Documents forwarded to COUNTY
AITORNEY 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 ATIORNEYS
representation of COUNTY or obtained due to A TIORNEY'S 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. 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.
21, CAPTIONS
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 OBLIGATIONS AND RESPONSIBILITIES; NON~DELEGATION OF
CONSTITUTIONAL OR STATIITORY 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
perfonnance 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,
23, RECORDS
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
11
access, at all reasonable times, to all the other party's books, records, correspondence,
instructions, receipts, vouchers and memoranda (excluding computer software) pertaining to
work under this Agreement for the purpose of conducting a complete independent fiscal audit.
A TTORl"ffiY shaH retain all records required to be kept under this Agreement for a minimum of
five years, and for at least four years after the temrination oHhis agreement. ATTORNEY shall
1<eep 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 COUNry, the State of Florida
or authorized agents and repl'esentatives of said government bodies. It is the responsibility of
AITORNEY 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 ATIORNEY 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 ATIORNEY.
25. MONROE COUNTY CODE ETHICS PROVISION
A TIORNEY warrants that he or she has not employed, retained or otherwise had act on his
behalf any fonner COUNTY officer or employee in violation of Section 2 of Ordinance No. 1 o~
1990 or any COUNTY officer or employee in violation of Section 3 of Ordinance No. 10 1990.
For breach or violation oftms 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, and misuse of public position, conflicting
employment or contractual relationship, and disclosure of certain information.
26. PUBLIC ENTITY CRIME STATEMENT
Florida law provides that person or affiliate who has been placed on the convicted vendor list
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 ofthirty~six (36) months from the date of being placed on
the convicted vendor list. ATIORNEY warrants the neither ATIORNEY nor any authorized
time keeper has been named to the convicted vendor list.
27, ANTl~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
12
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.
28. MODIFICATIONS AND AM:ENDMENTS
This Agreement may not be modified in any way without the express, written consent afbath
parties. Any and all modifications and Amendments of the tenns of this Agreement shan be in
vvriting and executed by the Board of County Commissioners for Monroe County and by
A ITORNEY in the same manner as this Agreement.
29, INDEPENDENT CONTRACTOR
At all times and for all purposes hereunder, ATTORNEY is an independent contractor and not an
employee of the Board OfCOWlty 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 COWlty, and
they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County.
30. COMPLIANCE WITH LAW
In carrying out A TIORNEY' S obligations under this agreement, A TIORNEY 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 COUNTY to terminate this Agreement innnediately upon delivery of written notice of
termination to ATIORNEY.
3 L LICENSING
A TIORNEY warrants that ATIORNEY and additional timekeepers do presently have, shall
have prior to commencement of work under this Agreement, and at all times during said work, all
required licenses and permits whether federal, state, County or City.
32. NON-DISCRIMINATION
ATIORNEY 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 detennination 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 cowt 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-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, c01.U1sel, or otherwise indicate that any particular individual or group of individuals, entity
or entities, have entitlements or benefits Wlder this Agreement separate and apart, inferior to, or
superior to the community in general or for the purposes contemplated under this Agreement.
34. ATTESTATIONS
13
A TIORNEY agrees to execute such documents as the COUNTY may reasonable require,
including a Drug-Free Workplace Statement, and a Public Entity Crime Statement.
35. CQUNTYAUTHORITY
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 aromal appropriation by the Board of County Commissioners.
36. HOLD HARJ.\..fLESS AND rnSURANCE
Prior to execution of this agreement, ATTORNEY shall furnish COUNTY Certificates of
Insurance indicating the minimum professional liability coverage for ATTORNEY and additional
time-keepers in the amount of one million dollars. ATTORNEY agrees to keep the same anlOlDlt
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 tem1 of the Agreement.
37. . NO PERSONAL LIABILITY
No covenant or obligation contained in this Agreement shall be deemed to be a covenant or
obligation of my member, officer, agent or employee of the Board of County Commissioners of
Monroe County in bis or her individual capacity and no member, officer. agent or employee of
the Board of County Conunissioners of Monroe County shall be liable personally on this
Agreement or be subject to any personal liability or accountability by reason of the execution of
this Agreement.
38. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, eacb of which shall be regarded
as an original, all of which taken together sball constitute one and the same instrument and the
COUNTY and ATTORNEY may execute this Agreement by signing any such counterpart.
THIS AGREEMENT will become effective when executed by both the ATIORNEY and
" "~~;;q:~qt~ by the Board OfCOlUlty Commissioners of Monroe County, Florida.
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RECEIVED
JUN ~~ 4 200B
MONROE COUNTY ATTOfl.NEY
June 23, 2008
Office of the County Attorney
N atileene W. Cassel
P,O. Box 1026
Key West, Florida 33041-1026
7380 SAND LAKE ROAD
SUITE 430
ORLANDO, FL 32819
407,345.0366
fax: 407,248.9535
orlan d o@traunerconsulting,com
www.traunerconsulting.com
Re: The Tower Group, Inc, v. Monroe County Board of County Commissioners
Case No, 07-CA-1428K
Dear Ms. Cassel:
Per our discussion, enclosed you will find two signed copies of the Professional Services
Agreement Between Monroe County and Trauner Consulting Services, Inc. If you have any
questions, please do not hesitate to contact me.
Sincerely,
TRAUNER CONSU TING SERVICES, INC,
J. Scott Lowe, P.K
Principal
Enclosure( s)
cc: Lizanne Cotton
JSLltd
PHILADELPHIA
SAN DIEGO