01/31/2024 Agreement, signed by CAY ratified by BOCC .a NV,,y,\\
a:" Kevin Madok, cpA
Clerk of the Circuit Court& Corttrollr_. Monroe County, Florida
DATE: February 7, 2024
TO: Robert Shillinger
County Attorney
ATT N: Abra Campo, Contract Administrator
County Attorney's Office
FROM: Pannela G. Ffanco**11C.
SUBJECT: January 3 1" BOCCY Meeting
Attached is an electronic copy of'the following item for your handling:
PS Professional Services Agreement with the law firm of Stearns, Weaver, Weissler,
Alhadeff"and Sitterson, P.A. for advice and representation in bankruptcy matters.
Sh4,rild voll have any questions p1case fccl free for contact mc, at (��05)) 292-13550,
CC: Finance
e
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT ( Aoraenlemt") ismade and entered into this 19th_ day Of January, 2O24. bv
and between K8[)NROE COUNTY, hereinafter referred to as Client, and BTEARNS. VVEAVER,
VVE|BGLER. /\LH/\LJEFF & S|TTERS[}N, P.A.. hereinafter referred tuasFirm.
WHEREAS, the Client requires certain professional legal services; and,
WHEREAS, the Firm represents that it is capable of providing such Services:
NTHE>�EF(�[�E. |noonsidereUonof the pronnioeocontained herein, the pa�ieshereto agree
@'{�/V follows:
ARTICLE 1 - EFFECTIVE DATE AND TERM
The effective dote of this Agreement shall be retroactive to July 1, 2023. The AgR*8[neOt shall
continue in fU|| h][Ce and effect until terminated either by the Firm or by the Client. Monroe
CnUDtv's obligation to pay is contingent upon annual appropriation by the Monroe County Board
of County CO[nnoiss|OOera.
ARTICLE 2 ' SERVICE TO BE PERFORMED
The Firm shall provide advice and |eQm| representation with regard to the fO||OvviMg matters or
category of matters as requested by Monroe County and subject to the prior approval of the Firm:
1. Advice and representation regarding bankruptcy matters; and
2. Any other matter requested in writing by the County Attorney and agreed to in writing
by the Firm.
The Firm has conducted a thorough investigation and determined that neither the Finn nor its
attorneys has any ethical impediment, real or potential, to representing the County. If any such
impediment arises, the Firm shall immediately take steps required by Florida Bar rules to resolve
the conflict O[withdraw from representation. |fa conflict 0f interest arises that cannot beavoided
or mitigated under the Rules Of Professional Conduct of the Florida Bar. the County may, in its
discretion, (a) obtain reimbursement from the Firm for all fees and costs paid to the Firm in this
matter; and (b) obtain cancellation of all further amounts allegedly owed by the County t0the
Firm.
The Client reoo0Dizes, however, that the Firm is a |aq]8 |avv hrnn and represents many other
entities and individuals who may be or are adverse to the Client since the Client, as 8
governmental entity, regulates and/or in the further may regulate, other Firm clients. The Finn'a
representation of the Client in the Subject Matter is possible only if the Client agrees to a present
and future waiver 0fconflicts. Thus, during and after the time vve are representing the Client, the
Client agrees that we may also represent other present and future o{|an\s in matters adverse to
the Client that are not directly related to the Subject Matter. Based on the foregoing, the Client
agrees that our representation of it in the Subject Matter will not disqualify the Firm from opposing
it in other matters that are unrelated to the Subject Matter of this representation, The Client hereby
mgFees, consento, and waives any conflict Vf interest arising out Of our continued and future
representation of Firm clients adverse to the Client in any other matter that is unrelated to the
Subject M@tter, including but not limited to perOOitting, enforcement, tneOSBcti0na}. |iUgGhoD. and
any Other matter which involves the Client's exercise of its authority as a governmental entity.
The Firm agrees, however, not touse any privileged, proprietary Or other confidential information
of nonpublic (i.e., not subject to disclosure pursuant to Chapter 119, Florida Statutes) O8tuna
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concerning the Client acquired by the Firm asm result of our representation of the Client |nthis
representation in connection with any litigation orother matter iOwhich we are opposed to the
Client.
ARTICLE 3 -COMPENSAT|ON
The following are approved time-keepers and their hourly rates:
Drew M. Di|kwVrth. Shareholder $450
Jessica Less $275
In addition to the ahOVe. Other shareholders, 8SGOCia\ew. of counsel, and paralegals may be
assigned by the Firm to work on Monroe County matters at the hourly rates of $450
(GharehO|ders). $35Q (aSGOci@Cee). and $25D /para|e0e|G\, respectively.
The initial time-keepers approved by the County are listed above. This list of time-keepers may
be amended from time tO time (including for the addition Vr deletion 0f names, or promotion of@
time-keeper from Associate to Shareholder) upon the prior written approval of the Monroe County
Attorney. In the event that time-keepers are added, their billing rates Sh@|| be ShVVVn obVVe, as
may be amended from time totime.
1. Travel expenses will be reimbursed in accordance with and at the rate set forth in the
applicable provisions for "approved travelers" in the Monroe County C0de, and will be
summarized on the Monroe County Travel Form with all applicable receipts attached.
2. Other reimbursable expenses will include cVUd filing fees and costs, witness fees
(including experts and consultants) and court reporter fees.
3. All other costs will be nOn-nei[Obura8b|e, including but not limited to postage (including
overnight mail), photoCOpiea, h3C8inni|es, telephone charges, courier charges, and computerized
research.
REIAINER
An Advance Fee will not berequired.
BILLING
All invoices shall be sent hJ the Client 0om monthly basis. All invoices shall bo paid iOaccordance
with Florida Local Government Prompt Payment Act unless there are disputed charges. All billing
shall b8 done in .1O hour increments.
Each invoice will list the names of the attorneys Or paralegals working on each matter and the
amount of time expended on the matter by each attorney orparalegal, on o daily baaio, with a
short description of the work performed for that billing entry. Each invoice will bo submitted with
supporting documentation in 8 form acceptable to the Clerk Of Courts, based On generally
accepted accounting principles, and such laws, rules and regulations as may govern the Clerk's
disbursal Vffunds.
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The Client will receive early and frequent evaluation of all cases. |f the client io not likely toprevail
in |itigmbon, in the Firn'e reasonable eSU[neUoD. the Client will be advised in order to minimize
litigation cpSt8. and settle the case.
0m|esm and until ratified by the County Commission, the Cmuntv's liability for work billed
under this agreement shall be capped mtmm more than $49,9S9.99'
ARTICLE 4 ~STANDARD OF CARE
The Firm shall exercise the same degree of care, ehi||, and diligence in the performance of the
Services as is ordinarily provided by Attorneys under similar circumstances and the Firm sha||, at
no additional cost to the Client, re-perform services which fail to satisfy the foregoing standard of
care.
ARTICLE 6 -COMPLIANCE WITH LAWS
In performance of the Services. the Firm will comply with applicable regulatory requirements
including federal, state, and |Dc8| |avYs. rules neQU|8UODs, orders, codea, criteria and standards.
ARTICLE 6 ~ INSURANCE
[)Vhng the perfO[nQ3OC8 of the GerViuoS under this /\gmeeOO8Dt. the Firm shall maintain
Professional Liability Insurance, which shall be written by an insurance company authorized to do
business in Florida. This insurance shall provide coverage against such liability resulting from this
Contract. The minimum limits of coverage shall ba$25O.O00 per claim and $5OU.00Daggregate.
Certificates of insurance showing coverage in the amounts shown above is in force shall be
submitted @t the time of initial execution Of the Agreement by both parties, The Firm shall maintain
oOVeraQ8 in force at all bnneS. Thereafter, the Firm shall supply new certificates of insurance,
showing coverage in force, whenever the policy lapses orie replaced by another policy.
ARTICLE 7—MODIFICATION and TERMINATION OF AGREEMENT
Any modification to this Agreement requires the express written consent of both parties.
Client shall have the right to terminate this Agreement Or suspend performance thereof without
cause for the Client's convenience upon written notice to the FirnA, and the Firm shall have the
right to terminate or suspend performance of Services upon written notice to the Client and upon
terms consistent with the Rules Regulating the Florida Bar and the State and Federal Rules of
Civil Procedure.
ARTICLE - UNCONTROLLABLE FORCES
Neither the Client nor the Firm shall be considered to be in default of this Agreement if delays in
or failure of performance shall be due to Uncontrollable Forces,the effect of which, by the exercise
of reasonable di|igence, the non-performing party could not avoid. The term "Uncontrollable
Forces" shall mean any event which results in the prevention or delay of performance by a party
of its obligations under this Agreement and which is beyond the reasonable control of the
non-performing party. It includes, but is not limited tofire, fl0nd, earthquakes, atnrrna, lightning,
epidemic, VYar, riot, civil diStUrb8nce, oabot8ge, and governmental actions (unless such
governmental action is the nonpayment of legal feee\.
Neither party aha//, h0vvev8[, be excused from performance if nonperformance is due toforces
which are preventable, removable, Orremediable and which the non-performing party could have,
with the exercise of reasonable di|igenca, prevenbod, removed, or remedied with reasonable
dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed
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from performance by an uncontrollable force, give written notice to the other party describing the
circumstances and uncontrollable forces preventing continued performance of the obligations of
this Agreement.
ARTICLE 9 -DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida. The prevailing party in any proceeding to resolve a dispute under this Agreement shall
be entitled to recover reasonable expenses, including attorney's fees and costs.
ARTICLE 10-NOTICE
Any notice required to be given under this Agreement shall be in writing and delivered by certified
mail, return receipt requested, to the other party as follows:
For Monroe County: For the Firm:
Monroe County Attorney Drew Dillworth, Esq.
1111 12th St. Suite 408 150 West Flagler Street
Key West, FL 33040 Suite 2200
Tel.: (305) 292-3470 Miami Florida 33130
Fax: (305) 292-3516 Tel.: (850) 789-3598
ddillworth@stearnsweaver.com
ARTICLE 11 -ETHICS CLAUSE
The Firm warrants that it has not employed, retained or otherwise had acts on its behalf any
former Monroe County Code officer or employee in violation of Section 2 of Ordinance 10-1990
or any current County officer or employee in violation of Section 3 of Monroe County Ordinance
20-1990. For breach or violation of this provision, the County may, at its discretion, terminate this
Agreement without liability and may also deduct from the amount owed the full amount of any fee,
commission, percentage, gift or consideration paid to the former or present County officer or
employee.
ARTICLE 12 -GOVERNING LAW
This Agreement shall be governed and construed by and in accordance with the laws of the State
of Florida.
ARTICLE 13-RECORDS
The Firm shall maintain all books, records, and documents directly pertinent to performance under
this Agreement in accordance with generally accepted accounting principles consistently applied.
If an auditor employed by the County or the Clerk of Courts determines that monies paid to the
Firm were spent for purposes not authorized by this Agreement, the Firm shall repay the monies
together with interest calculated pursuant to Section 55.03, F.S., running from the date the monies
were paid to the Firm.
ARTICLE 14-FLORIDA PUBLIC RECORDS LAW
Per F.S. 119.0701, the Firm shall:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied within
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a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise
provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the duration of
the contract term and following completion of the contract if the contractor does not transfer the
records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the contractor or keep and maintain public records required by the public
agency to perform the service. If the contractor transfers all public records to the public agency
upon completion of the contract, the contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the contractor
keeps and maintains public records upon completion of the contract, the contractor shall meet all
applicable requirements for retaining public records. All records stored electronically must be
provided to the public agency, upon request from the public agency's custodian of public records,
in a format that is compatible with the information technology systems of the public agency.
A contractor who fails to provide public records to Monroe County or pursuant to a valid public
records request within a reasonable time may be subject to penalties under section 119.10,
Florida Statutes.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT: BRIAN BRADLEY, C/O MONROE COUNTY ATTORNEYS OFFICE,
1111 12TH ST., SUITE 408, KEY WEST FL 33040, !2�dle -
4Lianfa)monroecqu tit �41. o�y, (305) 292-3470.
ARTICLE 16— MISCELLANEOUS
A. F.S. 287.135: This contract is terminable at the option of the County if the firm is
found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged
in a boycott of Israel.
B. Public Entity Crime Statement: A person or affiliate who has been placed on the
convicted vendor list following a conviction for public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a public entity, may not
submit a bid, proposal, or reply on a contract 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 contract with any public entity, and may not transact business with any public entity in
excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period
of 36 months from the date of being placed on the convicted vendor list.
IN WITNESS WHEREOF, the Client and the Firm have executed this Agreement as of the day
and year first above written.
STEARNS WEAVER ALHADEFF & MONROE COUNTY BOARD OF COUNTY
SITTERSON, P.A. COMMISSIONERS
D>q tAy oq—d by fir t 8 91A-p,
per
0—ty,Ft.,.-C my An.,-y,—,W ger
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By .................... By:Shillinger WN,7.024'0 t 09 W"My
Narne: be,) Name: Robert B. Shillinger
Title: County Attomey
Date., Date: January 9, 2024
Pursuant to Section 1 of Ordinance 003-2023, the County Attorney has the authority to retain
outside counsel including execution of all necessary documents, subject to ratification of the
Board.
a(j 4ed by the Board of County Commissioners on day of.,,Jan
if _3 2024
y.
�LDOK, Clerk BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
rrm
By:By:Lj .............. .............
As"]5ep' u'?�Clerk Mayor
Approved as to form and legal sufficiencya
CJ44-�to W 1-8-2024
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ALAS
January 9, 2024
Monroe County Attorney's Office
I I I I 12th Street APPROVED BY RISK MANAGEMENT
Suite 408 BY-
Key West, FL 33040 DATE I/10/9,09,4
Attn: Abra Campo, Contract Administrator WAIVER N/A-YES-
CONFIRMATION OF INSURANCE
We hereby confirm that Steams Weaver Miller Weissler Alhadeff&
Sitterson, P.A. has Professional Liability Coverage under Policy LPL-1911-2024
with limits of liability not less than $250,000 per claim and $500,000 in the
aggregate with the right, under stated conditions, to purchase extended reporting
rights upon termination of such Policy by ALAS.
The Policy effective date is from January 1, 2024 to January 1, 2025.
Such Policy is subject to the terms, conditions, limitations and exclusions
stated therein.
ATTORNEYS' LIABILITY ASSURANCE SOCIETY LTD.,
A RISK RETENTION GROUP
By. Date: 1/9/2024
Nancy J. Montroy
Vice President—Director of Underwriting