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Item O12
012 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 ' David Rice,District 4 Board of County Commissioners Meeting August 21, 2024 Agenda Item Number: 012 2023-2799 BULK ITEM: Yes DEPARTMENT: County Attorney TIME APPROXIMATE: STAFF CONTACT: Joseph DiNovo (305)292-3470 N/A AGENDA ITEM WORDING: Approval of the First Amendment to the Agreement for Outside Legal Services with Hinckley,Allen & Snyder, LLP for construction-related matters, changing the effective date. ITEM BACKGROUND: On March 15, 2006, the County entered into a legal services agreement with Ira Libanoff, for representation and counseling on construction-related matters. Since that time, the parties have periodically updated the agreements to reflect changes in timekeepers or hourly billing rates. As he had since entering into the original agreement, Mr. Libanoff had continued to offer the services of Ferencik, Libanoff, Brandt, Bustamante & Goldstein, P.A. ("prior firm") at rates discounted approximately 20% of those billed at their normal hourly rates. On February 21, 2024, the County Attorney was notified that the attorneys and staff of Ferencik, Libanoff, Brandt, Bustamante & Goldstein, P.A. ("new firm") were joining Hinckley, Allen & Snyder, LLP, a leading construction and business law firm organized under the laws of Rhode Island and authorized to provide legal services in the State of Florida. The notification further stated that Mr. Libanoff and the attorneys and staff of Ferencik, Libanoff, Brandt, Bustamante & Goldstein, P.A. would continue to provide legal services at their Plantation, Florida location under the auspices of Hinckley, Allen & Snyder, LLP, effective February 1, 2024. On April 17, 2024, the Board approved an agreement with Hinckley,Allen & Snyder, LLP, effective on that date. However, there were some outstanding matters for which Mr. Libanoff had provided legal services to the County under the old agreement with the prior firm and which he then completed after his affiliation with the new firm. To ensure that Mr. Libanoff and his new firm are compensated for their services, staff desires to amend the new agreement term to encompass legal services that were provided since the commencement of his affiliation with Hinckley, Allen & Snyder, LLP. The Amendment would therefore modify the commencement date of the Agreement to correspond to the date when Mr. Libanoff began his affiliation with Hinckley, Allen & Snyder, LLP. 2717 Consequently, the First Amendment to the Agreement modifies the commencement date of the Agreement to provide that the Agreement commenced on February 1, 2024. PREVIOUS RELEVANT BOCC ACTION: 3-15-2006 Approval of Agreement for Legal Services with Ira Libanoff, Esquire. 3-21-2007 Approval of First Amendment to Agreement for Legal Services with Ira Libanoff, Esquire. 12-15-2010 Approval of Second Amendment to Agreement for Legal Services with Ira Libanoff, Esquire. 9-21-2011 Approval of Third Amendment to Agreement for Legal Services with Ira Libanoff, Esquire. 2-15-2012 Approval of Fourth Amendment to Agreement for Legal Services with Ira Libanoff, Esquire. 8-15-2012 Approval of Fifth Amendment to Agreement for Legal Services with Ira Libanoff, Esquire. 10-17-2012 Approval of Sixth Amendment to Agreement for Legal Services with Ira Libanoff, Esquire. 11-20-2013 Approval of Seventh Amendment to Agreement for Legal Services with Ira Libanoff, Esquire. 3-19-2014 Approval of Eighth Amendment to Agreement for Legal Services with Ira Libanoff, Esquire. 11-20-2018 Approval of Ninth Amendment to Agreement for Legal Services with Ira Libanoff, Esquire. 7-20-2022 Approval of Tenth Amendment to Agreement for Legal Services with Ira Libanoff, Esquire. 4-17-2024 Approval of Agreement for Legal Services with Ira Libanoff, Esquire, and Hinckley, Allen & Snyder, LLP INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: This First Amendment changes the effective date of the Agreement to February 1, 2024. STAFF RECOMMENDATION: Approval. 2718 DOCUMENTATION: First Amendment to Agreement Between Monroe County and Hinckley, Allen & Snyder, LLP Agreement Between Monroe County and Hinckley, Allen & Snyder, LLP Hinckley Invoice for April Services FINANCIAL IMPACT: Effective Date: 2/1/2024 Expiration Date: 1/31/2026 Total Dollar Value of Contract: TBD Total Cost to County: TBD Current Year Portion: $10,000.00 Budgeted: Yes Source of Funds: 001-67501-530310-00032 CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: TBD Revenue Producing: No If yes, amount: Grant: No County Match: Insurance Required: Yes Additional Details: 2719 FIRST AMENDMENT TO AGREEMENT DATED APRIL 17, 2024,BETWEEN MONROE COUNTY AND HINCKLEY, ALLEN & SNYDER,LLP On this ._ day of May, 2024, the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, ("COUNTY"), as the legislative and governing body of Monroe County, Florida,a political subdivision of the State of Florida whose address is 1100 Simonton Street,Key West, Florida 33040, in accordance with the powers enumerated in Section 125.01, Florida Statutes, and HINCKLEY, ALLEN & SNYDER, LLP ("ATTORNEY"), a Limited Liability Partnership organized under the laws of the State of Rhode Island and authorized to perform legal services in the State of Florida,hereby enter into this First Amendment to their original agreement dated April 17, 2024 ("Agreement") regarding the retention of ATTORNEY by COUNTY to provide legal advice and services. WHEREAS, on or about December 27, 2023, the Principal Attorney for ATTORNEY commenced representation of the COUNTY in a particular matter while serving as a Partner in the law firm of Ferencik, Libanoff,Brandt, Bustamante& Goldstein,P.A.; and WHEREAS, through January 24, 2024, the Principal Attorney for ATTORNEY continued representation of the COUNTY in a particular matter while serving as a Partner in the law firm of Ferencik, Libanoff, Brandt, Bustamante& Goldstein, P.A.; and WHEREAS, effective February 1, 2024, the attorneys and staff of Ferencik, Libanoff, Brandt, Bustamante & Goldstein, P.A.joined Hinckley, Allen & Snyder, LLP; and WHEREAS, commencing February 1, 2024, the Principal Attorney for ATTORNEY commenced representation of the COUNTY as a Partner in the law firm of Hinckley, Allen & Snyder, LLP in the same matter with respect to which he had provided legal services while serving as a Partner in the law firm of Ferencik, Libanoff, Brandt, Bustamante& Goldstein,P.A.; and WHEREAS, on or about March 15, 2024, the COUNTY received an invoice from ATTORNEY for the legal services provided by ATTORNEY for COUNTY on February 1, 2024, and February 6, 2024; and WHEREAS, the parties desire to have ATTORNEY compensated for the legal services provided thereby on February 1, 2024, and February 6, 2024, and for any legal services provided to COUNTY by ATTORNEY thereafter; and WHEREAS,the Agreement between the parties specifies an effective date of April 17,2024. NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein,the parties amend their Agreement as follows: 2720 1. Section 3 of the Agreement shall be amended to provide: TERM OF AGREEMENT This Agreement and representation by ATTORNEY are effective retroactively to February 1, 2024, upon execution by ATTORNEY and acceptance and approval by COUNTY of this Amendment in accordance with COUNTY'S policies, ordinances, or governing statutes. The representation shall continue until terminated by either the COUNTY, or by the ATTORNEY in accordance with ethical requirements and/or the terms of this Agreement. 2. All other provisions of the Agreement executed on April 17, 2024,which are not amended herein, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first written above. (SEAL) BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Attest: Kevin Madok, Clerk By: By: As Deputy Clerk Mayor Holly Merrill Raschein MONROE COUNTY ATTORNEYS OFFtCE e. APPROVED AS TO FORM Q- j4SaSTANT COUMMO RNEY DATE: .- Witness: HINCKLEY,ALLEN- By: Ira L. Principal Attorney and Authorized Representative Print Name DATE: 2 2721 AGREEMENT BETWEEN MONROE COUNTY AND HINCKLEY, ALLEN & SNYDER,LLP THIS AGREEMENT is made and entered into this 17th day of -April............_, 2024, by and between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, ("COUNTY"), a political subdivision of the State of Florida whose address is 1100 Simonton Street,Key West,Florida 33040,and HINCKLEY,ALLEN&SNYDER,LLP ("ATTORNEY"), a Limited Liability Partnership organized under the laws of the State of Rhode Island and authorized to perform legal services in the State of Florida,regarding the retention of ATTORNEY by COUNTY to provide legal advice and services. WHEREAS, it is in the public interest of COUNTY to have legal representation as set out below, and WHEREAS, the ATTORNEY has agreed to provide legal representation to the COUNTY as set forth herein. NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties agree as follows: 1. THE CLIENT The Client is the COUNTY,acting by and through its duly elected and appointed officers and its employees. 2. THE ATTORNEY ATTORNEY is a Rhode Island Limited Liability Partnership that is registered as a foreign business entity licensed to provide legal services in the State of Florida.The Principal Attorney responsible for the legal representation set forth in this Agreement is the individual whose legally authorized signature appears at the bottom of this Agreement. ATTORNEY is licensed to practice law in all jurisdictions relevant to the legal representation set forth in this Agreement. If the Principal Attorney practices with other members of ATTORNEY who may also provide services to the COUNTY,the Principal Attorney understands that COUNTY expects that the Principal 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 outsource this work without full written disclosure to, and prior written approval from, the COUNTY acting through the County Attorney. 3. TERM OF AGREEMENT This Agreement and representation by ATTORNEY are effective upon execution by ATTORNEY and acceptance and approval by COUNTY in accordance with COUNTY'S policies, ordinances, or governing statutes. The representation shall continue until terminated by either the COUNTY,or by the ATTORNEY in accordance with ethical requirements and/or the terms of this Agreement. 2722 4. SCOPE OF THE WORK Representation by ATTORNEY pursuant to this Agreement shall entail the provision of legal services related to construction law litigation and pre-litigation and consultation with respect to transactional matters involving construction, renovation and maintenance of public buildings and facilities. In the event that additional matters are assigned by COUNTY through the Monroe County Attorney to ATTORNEY, this Agreement shall apply to those matters, as well. 4.1 PROFESSIONAL ABILITY TO PERFORM WORK ATTORNEY warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in this Agreement. ATTORNEY shall designate Ira L. Libanoff, Esquire, as the contract manager and who shall, at all times,exercise independent,professional judgment and shall assume professional responsibility for the services to be provided. ATTORNEY warrants that the designated timekeepers are authorized by law and the Rules and Regulations of The Florida Bar or other professional regulatory body to engage in the performance of the activities encompassed by this Agreement. 4.2 MANAGEMENT OF TIMEKEEPERS ATTORNEY is responsible for managing the matter cost-effectively and competently. This responsibility includes, but is not limited to, ensuring that additional timekeepers are competent, properly supervised, efficient, and in compliance with the terms of this Agreement as well as with all ethical obligations set forth in the Rules of Professional Responsibility of the Florida Bar or other professional regulatory bodies. 4.3 LIMITATIONS TO SCOPE OF REPRESENTATION Except where prohibited by the Rules of Professional Conduct of the Florida Bar or other professional regulatory body, the Office of Monroe County Attorney (CAO) will serve as co- counsel in all matters governed by this Agreement. As co-counsel, the CAO will assist ATTORNEY by performing tasks assigned by ATTORNEY including, but not limited to, serving as local counsel, securing the cooperation of COUNTY employees, officers and others in discovery, attending hearings and depositions, filing pleadings, arranging for closed attorney- client sessions with the Monroe County Board of County Commissioners (BOCC), performing other tasks as necessary and convenient for ATTORNEY. Decisions as to tactical approaches to be utilized shall be the ultimate responsibility of the ATTORNEY and issues which rise to the level of client decision shall be resolved by the BOCC. 4.4 COUNTY EXPECTATIONS AND GOALS COUNTY expects ATTORNEY to seek the best resolution for the COUNTY at the lowest reasonable cost to the taxpayers. At the earliest reasonable opportunity during the representation, ATTORNEY shall report to COUNTY, via the County Attorney, any reasonable potential for settlement including related settlement costs and expenses,the estimated chances of the COUNTY prevailing on the merits and the potential financial exposure to the COUNTY should the COUNTY not prevail on the merits. 2 2723 5. REVIEW OF ETWICAL OBLIGATIONS AND POTENTIAL CONFLICTS OF INTEREST BEFORE INITIATING REPRESENTATION ATTORNEY has conducted a thorough investigation and detennined that neither ATTORNEY nor the Principal Attorney have 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,ATTORNEY shall immediately inform COUNTY in writing of the impediment(regardless of whether ATTORNEY believes that it 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 any client regarding which a conflict of interest may arise, and take all other reasonable steps 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 or other professional regulatory body, COUNTY may, in its discretion, (a) obtain reimbursement from ATTORNEY for all fees and expenses paid to ATTORNEY pursuant to this Agreement; (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. Notwithstanding the foregoing, COUNTY understands and agrees that ATTORNEY may in the future —after this agreement has terminated-represent clients before COUNTY in unrelated matters. 6. PAYMENTS TO ATTORNEY ATTORNEY shall submit to COUNTY invoices with supporting documentation acceptable to the Office of Monroe County Clerk & Comptroller(Clerk) on a schedule as set forth in this Agreement. Acceptability to the Clerk is based on generally accepted accounting principles and such laws,rules and regulations as may govern the disbursal of funds by the Clerk.All services provided with respect to this Agreement will be billed on a current basis with monthly invoices sent to COUNTY that will contain full detail as to the specific effort,hourly rates,and reimbursable expenses incurred by ATTORNEY on behalf of the COUNTY. T VI 6.1 ATTORNEY FEE (HOURLY) ATTORNEY will be paid for its 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 hourly rate of the attorney rendering the relevant services. The following minimum billing documentation and time-keeper requirements are a condition precedent to payment by the COUNTY. 6.2 NON-BILLABLE TIME ATTORNEY will bill COUNTY only for time reasonably and necessarily incurred to render professional services on behalf of the COUNTY in accordance with this Agreement. Time attributable to billing questions is not billable. Time expended by timekeepers who have not been approved by COUNTY is also not billable. 3 2724 6.3 HOURLY RATES, AND CHANGES TO HOURLY RATES ATTORNEY has agreed to rates as more fully set forth below: Approved Timekeepers: Hourly Rate: Ira L. Libanoff, Esquire $375.00 Alan C. Brandt, Esquire $375.00 Nestor Bustamante, Esquire $350.00 Laura Baker, Esquire $325.00 Gabriel Franca, Esquire $225.00 Andrea Garcia, Paralegal $125.00 Clerks $100.00 With the written approval of the County Attorney, additional timekeepers may be utilized by the ATTORNEY and billed at the following rates: Partners $375.00 Associates $225.00 Paralegals $125.00 Clerks $100.00 ATTORNEY will charge no more than the hourly rate quoted above throughout the duration of this Agreement, unless otherwise agreed in writing and approved by COUNTY in the same manner as this Agreement. The hourly rate to be changed by the attorneys and paralegals are reviewed annually and, should ATTORNEY determine that a rate adjustment is warranted for this engagement, the COUNTY will be notified in advance of any change. 6.4 DISCOUNTS TO OTHER CLIENTS The rates set forth above may be discounted rates from the current hourly rates charged to other clients of ATTORNEY. ATTORNEY has agreed that these are special rates applicable to the COUNTY for the legal services rendered under this Agreement. 6.5 TIMEKEEPERS As used in this Agreement, the term "timekeeper" shall include attorneys and individuals identified in Subparagraph 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. 4 2725 6.51 DUPLICATION OF EFFORT Unless COUNTY approval is obtained, ATTORNEY will not have more than one timekeeper bill for court appearances, attendance at depositions and meetings, including meetings with COUNTY representatives, and internal conferences. However, with advance COUNTY approval, ATTORNEY may have more than one timekeeper present at the hearings in this matter and each attorney and timekeeper shall be paid at their rate established in Subparagraph 6.3. In the event that more than one person attends, only the time of the person with the highest rate will be billable. ATTORNEY is not permitted to use this matter to provide on the job training for a timekeeper. Approval for action on the part of the ATTORNEY may be accomplished by letter, email, or verbally by the County Attorney or his/her designee. If verbal approval is given, ATTORNEY shall confirm that approval by email to County Attorney or Clerk (as necessary for billing purposes). 6.5.2 TIMEKEEPER CHANGES The timekeepers approved by COUNTY listed in Subparagraph 6.3 of this Agreement may be amended from time to time, upon mutual agreement of COUNTY and ATTORNEY, to evidence the then-current circumstances. Additional timekeepers may be added by amendment to this agreement and approval by the BOCC. In the event that additional timekeepers providing services under this Agreement are to be added, 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 timekeepers will not result in unnecessary or unreasonable charges to COUNTY (e.g., for training, internal conferences, and management). 6.6 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 client, then ATTORNEY shall bill only for that time expended in using that work product for COUNTY. In other words, no premium, markup, or other adjustment shall be made to COUNTY bill for time spent on work already performed. 7. 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: 7.1 MONTHLY BILLS Unless otherwise agreed in a writing signed by the COUNTY, bills shall be issued monthly by ATTORNEY within fifteen(15) days after the close of each month. ATTORNEY understands that COUNTY requires prompt bills in part to facilitate effective management of the representation and fees. 5 2726 7.2 BILL FORMAT ATTORNEY shall provide detailed, itemized bills which shall, at a minimum, adhere to the following requirements: 7.2.1 DESCRIPTION ATTORNEY shall provide a general description of the matter, to include the name of the COUNTY department or constitutional officer, if not indicated in the title of the matter, for which legal services are being performed (e.g. Richard Roe v. Monroe County—EEO Claim); a description of the work performed in enough detail so that each item is distinguishable from other listed items and sufficient to allow COUNTY to determine the necessity for and reasonableness of the time expended, the services performed, the project or task each service relates to, the subject and purpose of each service, and the names of others who were present or communicated with in the course of performing the service. For example, simply the word "research" is not acceptable, more detail about the type of research and what was determined by the research is necessary. 7.2.2 PERSONNEL ATTORNEY shall clearly identify each timekeeper performing services in conjunction with each entry. ATTORNEY shall clearly identify all persons who are not full-time lawyers employed by the ATTORNEY'S firm(including paralegals, employees of ATTORNEY with their titles, subcontractors, independent contractors, temporary employees, and outsourcing providers). Personnel who are not listed as additional timekeepers will not be paid unless approved in writing under the requirements of this Agreement. 7.2.3 TIME RECORDS ATTORNEY shall 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. 7.2.4 TOTALS AND BY TASK ATTORNEY shall state the amount of time expended by each timekeeper broken down for each task. 7.2.5 SUMMARY OF RATES It is understood that the billing rate is per hour as set forth in Subparagraph 6.3. In a summary at the beginning or end of the bill, ATTORNEY shall provide the current hourly rate for each timekeeper, the total time billed by each timekeeper in that bill, the product of the total time and hourly rate for each timekeeper, 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 shall show the aggregate billing for that matter from the commencement of the matter through the currently billed month. 6 2727 7.3 EXPENSES COUNTY will pay the actual, reasonable cost of the following expense items if incurred in accordance with the guidelines below (a copy of the form used by the County may be provided for your convenience) and promptly itemized in ATTORNEY'S monthly bill: 7.3.1 REIMBURSABLE EXPENSES Actual cost for necessary long distance telephone calls, telecopying at $.25 per outgoing page, overnight or expedited delivery, couriers, photocopying at $0.15 per page, postage, court fees, and other expenses approved in advance by COUNTY. In order to receive reimbursement, ATTORNEY must attach a copy of the invoice from overnight or expedited delivery, couriers and long-distance carriers (indicating which calls are related to this Agreement). All charges shall be reasonably documented on invoices to demonstrate that the charge is related to this Agreement. 7.3.1.1 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. 7.3.1.2 COMPUTERIZED RESEARCH ATTORNEY is expected to use computerized research services cost-effectively to reduce time spent on research by closely monitoring computerized research to ensure 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. All charges shall be reasonably documented on invoices to demonstrate that the charge is related to this Agreement. 7.3.1.3 PHOTOCOPYING ATTORNEY is encouraged to use outside copying services if it will 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. All charges shall be documented on invoices to demonstrate that the charge is related to this Agreement. 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. ATTORNEY should obtain digital electronic/computerized copies of transcripts when available at a reasonable cost to avoid charging for time spent digesting or indexing transcripts, and to allow COUNTY to maintain a digital electronic/computerized database of all transcripts. 7 2728 7.3.1.5 TRAVEL EXPENSES Travel expenses within the ATTORNEY'S local area, defined as a radius of 50 miles from the timekeeper's office, will not be reimbursed and time in transit is not billable. Travel expenses outside the local area may only be reimbursed if the travel was approved in advance by COUNTY. Reimbursable travel expenses 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 is reasonable, at the lowest available rate). Cab fare to and from the originating airport is reimbursable. Expenses will be reimbursed in accordance with the applicable provisions of Section 112.061, Florida Statutes for "approved travelers" and Chapter 2, Article 111, Division 3, Monroe County Code and shall be summarized on the Monroe County Travel Form by ATTORNEY with all applicable receipts attached thereto. 7.3.1.6 TRAVEL TIME Time spent in transit outside ATTORNEY'S local area may be billed only if ATTORNEY or timekeeper is unable to avoid traveling by using other forms of communication or it is determined by the County Attorney that travel is in the COUNTY'S best interest. Travel by more than one timekeeper at the same time to the same destination is allowed with approval from County Attorney. In order to be reimbursed for airline tickets, the boarding pass shall be attached to the invoice. Approved travel time during normal business hours (defined as weekdays from 8:30 A.M. to 6:00 P.M.) will be billed at the hourly rate listed for the timekeeper in Subparagraph 6.3 of this Agreement. Approved travel time outside of normal business hours will be billed at one-half the hourly rate listed for the timekeeper in Subparagraph 6.3 of this Agreement. 7.3.2 NON-REIMBURSABLE EXPENSES The following expenses will, in no event, be reimbursable without written approval by County Attorney and approval by the Board of County Commissioners: 7.3.2.1 PERSONAL AND OFFICE COSTS Meals for timekeepers 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 ATTORNEY charges other clients or that other firms charge their clients for an expense does not make it reasonable or necessary under this Agreement.) 8 2729 7.3.2,2 EXPERTS,.CONSULIA.NTS,SUPPORT SERVICES OUTSOtL CED SERVICES„ ETC. ATTORNEY is not authorized to retain experts, additional counsel, consultants, support services, or the like, outside ATTORNEY'S law firm, without approval by County Attorney. If such approval is given by the County Attorney, 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 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 of temporary employees, including so-called "Temps" or contract attorneys or other staff from outside companies, nor 4coutsource" or delegate work, nor charge for summer associates, law clerks, or student clerks, (collectively"temporary staff' even if not temporarily employed) without full advance disclosure of the employee's temporary or short-term status to COUNTY, including disclosure of the actual amount paid or to be paid to the individual.Unless COUNTY expressly agrees in writing to paying additional amounts after full disclosure by ATTORNEY, ATTORNEY may not charge COUNTY more than the actual cost paid by ATTORNEY. 7.3.2.4 EXPENSES NOT PASSED THROUGH AT ACTUAL COST COUNTY will not pay any markup for expenses. COUNTY will only reimburse the ATTORNEY for its actual approved out-of-pocket costs and expenses, whether incurred personally by an approved timekeeper or incurred by other approved personnel (such as experts, consultants, support services personnel, or outsourced services personnel). 7.3.2.5 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, the determination of which expenses fall into this category are strictly within the discretion of the COUNTY. 7.3.3 ADVANCE APPROVAL OF EXPENSES ATTORNEY shall obtain approval from County Attorney before incurring any expense in excess of$1,000.00 if ATTORNEY expects to be reimbursed for that expense. COUNTY, in its discretion,may refuse to pay any expense for which approval was not obtained by ATTORNEY. 9 2730 7.3.4 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. 7.3.5 EXPENSES (AND FEES) AFTER TERMINATION Upon termination of the representation, ATTORNEY shall promptly bill COUNTY for any remaining reimbursable expenses and fees. COUNTY may refuse to pay any fees or expenses not billed within 45 days of termination of the representation. ATTORNEY is also expected to cooperate promptly with all aspects of termination and, if applicable, transition to other counsel. Payment for fees and expenses is contingent upon prompt, full cooperation. 7.4 BILL AND EXPENSE DOCUMENTATION ATTORNEY must maintain supporting documentation for invoices until at least one year after the termination of the representation. This documentation shall be made available by ATTORNEY to COUNTY,(or'COUNTY'S designated representative, including an accountant, the County Clerk or County Clerk's representative,or legal bill auditor)upon COUNTY'S written request. ATTORNEY agrees to cooperate with any examination of this documentation and ATTORNEY'S fees and expenses (e.g., by responding promptly and completely to any questions COUNTY or its designated representative may have). ATTORNEY shall notify COUNTY in writing at least 60 days in advance of destroying any such records and, in the event that COUNTY requests that they be preserved, shall preserve them at least one additional year or, at the option of the COUNTY, delivered to the COUNTY for storage by the COUNTY, with COUNTY responsible for paying the actual cost of storage. This documentation shall include, for example, original time records, expense receipts, and documentation supporting the amount charged by ATTORNEY for expense items generated by ATTORNEY. 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. 7.5 ENTERTAINMENT ATTORNEY shall not be reimbursed for costs of entertainment, such as in room movies and alcoholic beverages. Furthermore, only meals for ATTORNEY and/or approved timekeeper shall be reimbursed in accordance with the provisions in this Agreement, 8. PAYMENT TERMS ATTORNEY'S request for payments and reimbursements may be made in either the name of the ATTORNEY or the name of the Principal Attorney, 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, it is not due and payable until ATTORNEY remedies its deficiencies. 10 2731 9. MATTER MANAGEMENT COUNTY will expect that all communications between ATTORNEY(including additional timekeepers) and COUNTY will be reviewed by Principal Attorney and that Principal Attorney will serve as the point of contact for this matter,including billing questions. The COUNTY contact for this Agreement shall be: Robert Shillinger, Esq. Monroe County Attorney 1111 12 th Street, Suite 408 Key West, Florida 33040 (305) 292-3470 (office) (305) 292-3516 (facsimile) Shilr ApgqE- .Rob,(gvionroecoun 9.1 CASE MONITORING COUNTY shall be advised promptly by ATTORNEY of all significant facts and developments regarding any matter governed by this Agreement 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 matters governed by 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, 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 Attorney. 9.2 CASE CONTROL ATTORNEY shall discuss all significant issues of strategy and tactics, including motions, discovery, pleadings, briefs, trial preparation, experts, and settlement, with COUNTY before implementation. ATTORNEY is expected to exercise independent professional judgment. 9.3 ATTORNEY 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 ATTORNEY'S bills and handling of the matter. 11 2732 9.4 COUNTY COOPERATION ATTORNEY shall be lead counsel on matters governed by this Agreement. However, ATTORNEY agrees that the lawyers employed by the Office of Monroe County Attorney may enter an appearance as co-counsel in the matter. ATTORNEY should consult with COUNTY about all opportunities for COUNTY to save money or make use of COUNTY'S expertise to assist in 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 in that it will continue even after the termination of the relationship and this Agreement. 10.1 PROHIBITION AGAINST USE OF INFORMATION 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. 10.2 NO USE OF COUNTY FOR MARKETING PURPOSES ATTORNEY is not authorized to identify COUNTY as a COUNTY, e.g., for purposes of marketing or advertising, without COUNTY'S approval. 11. OWNERSHIP OF ATTORNEY FILES AND WORK PRODUCT ATTORNEY understands that all files and work product prepared by ATTORNEY at the expense of COUNTY (or for which COUNTY is otherwise billed) is the property of COUNTY. Without COUNTY'S written approval, this work product may not be used by ATTORNEY nor disclosed by ATTORNEY, except in the normal course of ATTORNEY'S representation of COUNTY in matters governed by this Agreement. 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. 12 2733 12. DISPUTE RESOLUTION 12.1 DISPUTES REGARDING ATTORNEY FEES OR EXPENSES ATTORNEY and COUNTY agree that all disputes regarding ATTORNEY'S fees or expenses are to be resolved pursuant to the procedures and practices for mediation by the Attorney Consumer Assistance Program of the Florida Bar. 12.2 DISPUTES REGARDING INTERPRETATION COUNTY and ATTORNEY agree that all disputes and disagreements between them regarding interpretation of the Agreement shall be attempted to be resolved by a meet and confer session between representatives of COUNTY and ATTORNEY. If the issue 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 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, and court costs, as an award against the non-prevailing party, and shall include reasonable ATTORNEY'S fees, and court costs 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 REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY County Administrator and County Attorney 1100 Simonton Street PO Box 1026 Key West, Florida 33040 Key West, Florida 33041-1026 FOR ATTORNEY Ira L. Libanoff 7901 Southwest 61h Court, Suite 300 Plantation, Florida 33324-3283 13 2734 14. GOVERNING LAW AND VENUE This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. Venue for any legal action which may arise out of or under this agreement shall be in Monroe County, Florida. 15. 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 oral and written proposals and communications between the COUNTY and ATTORNEY related to this Agreement. No provision of this Agreement shall be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by the party against whom the waiver, amendment or modification is claimed. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their permitted successors and assigns. 16. FLORIDA GOVERNMENT-IN-THE-SUNSHINE LAW ATTORNEY agrees that, unless specifically exempted or excepted by Florida law, the provisions of Section 286.011, 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 Office of Monroe County Attorney 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 Office of Monroe County Attorney concerning the application of the Public Records Law from time-to-time concerning specific circumstances that may arise during the term of this Agreement. Public Records Compliance. ATTORNEY must comply with Florida public records laws, including, but not limited to, Chapter 119, Florida Statutes and Section 24 of Article I of the Constitution of Florida. The COUNTY and ATTORNEY shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and ATTORNEY in conjunction with this contract and related, to contract performance. The COUNTY shall have the right to unilaterally cancel this contract upon violation of this provision by the ATTORNEY. Failure of the ATTORNEY to abide by the terms of this provision shall be deemed a material breach of this contract and the COUNTY may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party,be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The ATTORNEY is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. 14 2735 Pursuant to Section 119.0701, Florida Statutes and the terms and conditions of this contract, the ATTORNEY is required to: (1) Keep and maintain public records that would be required by the COUNTY to perform the service. (2) Upon receipt from the County's custodian of records, provide the COUNTY with a copy of the requested records or allow the records to be inspected or copied within 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 ATTORNEY does not transfer the records to the COUNTY. (4) Upon completion of the contract, transfer, at no cost, to the COUNTY all public records in possession of the ATTORNEY or keep and maintain public records that would be required by the COUNTY to perform the service. If the ATTORNEY transfers all public records to the COUNTY upon completion of the contract, the ATTORNEY shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the ATTORNEY keeps and maintains public records upon completion of the contract, the ATTORNEY shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the COUNTY, upon request from the COUNTY'S custodian of records, in a format that is compatible with the information technology systems of the COUNTY. (5) A request to inspect or copy public records relating to a COUNTY contract must be made directly to the COUNTY, but if the COUNTY does not possess the requested records, the COUNTY shall immediately notify the ATTORNEY of the request, and the ATTORNEY must provide the records to the COUNTY or allow the records to be inspected or copied within a reasonable time. If the ATTORNEY does not comply with the COUNTY's request for records, the COUNTY shall enforce the public records contract provisions in accordance with the contract, notwithstanding the COUNTY'S option and right to unilaterally cancel this contract upon violation of this provision by the ATTORNEY. An attorney who falls to provide the public records to the COUNTY or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. The ATTORNEY shall not transfer custody,release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE ATTORNEY/CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE ATTORNEWCONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY-BRIANg,MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12 TH STREET, SUITE 408, KEY WEST, FL 33040. 15 2736 18. METHODS OF APPROVAL & 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 which includes, but is not limited to, hand-written, typed or printed notes, electronic mail, letters or facsimile transmissions. 19. NO ASSIGNMENTS ATTORNEY shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the Board. 20. TERMINATION Either of the parties hereto may terminate this contract without cause by giving the other party fifteen (15) business days written notice of its intention to do so. 20.1 DOCUMENTS FORWARDED TO COUNTY ATTORNEY agrees to forward to COUNTY along with Notice of Termination or upon receipt of Notice of Termination, depending upon which party terminates the Agreement, copies of all documents in its possession of any nature whatsoever related to the ATTORNEY'S representation of COUNTY or obtained due to ATTORNEY'S representation of COUNTY. 20.2 RESTRICTION ON COMMUNICATIONS ATTORNEY agrees not to communicate with the public, including the press, about COUNTY or about any matter governed by this Agreement. 21. 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. 16 2737 22. CAPTIONS The captions set forth herein are for convenience of reference only and shall not define, modify, or limit any of the terms hereof. 23. LEGAL OBLIGATIONS AND RESPONSIBILITIES 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. 24. NON-DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES 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. 25. RECORDS ATTORNEY shall maintain all books, records and documents directly pertinent to performance under 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 of 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 termination of this Agreement. ATTORNEY shall keep such records as are necessary to document the performance of the services as set forth in this Agreement and expenses as incurred and shall 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 ensure a proper accounting of all collections and remittances governed by this Agreement. ATTORNEY shall be responsible for repayment of any and all reasonable 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. 26. CODE OF ETHICS 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. 17 2738 27. EMPLOYMENT OR RETENTION OF FORMER COUNTY OFFICERS OR EMPLOYEES ATTORNEY warrants that it has not employed, retained or otherwise had act on its behalf any farmer COUNTY officer or employee in violation of Section 2-149, Monroe County Code of Ordinances or any COUNTY officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the COUNTY may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former COUNTY officer or employee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. 28. COOPERATION IN LEGAL PROCEEDINGS INSTITUTED AGAINST EITHER PARTY In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and ATTORNEY agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services Linder this Agreement. ATTORNEY agrees to forward copies of all documents in its possession related to the matter, which is the subject of this Agreement, to COUNTY at the time of filing any administrative or legal proceeding. COUNTY and ATTORNEY specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement or any Attachment or Addendum to this Agreement. 29. AUTHORITY OF PRINCIPAL ATTORNEY TO EXECUTE THIS AGREEMENT Principal Attorney warrants that he is authorized to enter into this Agreement by ATTORNEY. 30. 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 an 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 public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. ATTORNEY warrants that neither ATTORNEY nor any authorized timekeeper has been named to the convicted vendor list. 18 2739 31. 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 fall amount of such commission, percentage, brokerage or contingent fee. 32. MODIFICATIONS AND AMENDMENTS Any and all modifications and Amendments of the terms of this Agreement shall be in writing and executed by the Board of County Commissioners for Monroe County and by ATTORNEY in the same manner as this Agreement. 33. 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 timekeepers, 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. 34. 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 COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to ATTORNEY. 35. LICENSING ATTORNEY warrants that ATTORNEY and additional timekeepers do presently have, shall have prior to commencement of work under this Agreement, and at all times during said work, all required licenses and permits whether federal, state, County or City. 36. NON-DISCRIMINATION ATTORNEY agrees that it will not discriminate against any person, and it is expressly understood that upon a detennination by a court of competent jurisdiction 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. ATTORNEY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These 19 2740 include, but are not limited to: 1) Title VII 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 disability; 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 290ce-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 ss. 12101), as may be amended from time to time,relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11,which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 37. 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. 38. 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. 39. COUNTY AUTHORITY This Agreement has been duly noticed at a legally held public meeting conducted in Monroe County, Florida. COUNTY'S performance and obligation to pay under this contract, is contingent upon annual appropriation by the Board of County Commissioners. 20 2741 40. HOLD HARMLESS AND INSURANCE ATTORNEY certifies that it maintains a minimum professional liability coverage for ATTORNEY and additional timekeepers in the amount of $5 Million. ATTORNEY agrees to keep the same amount of coverage or more at all times and to provide proof of said coverage to COUNTY at COUNTY'S request at any time during the term of the Agreement. 41. 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. 42. EXECUTION IN COtJNTERPARTS 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. 43. EXECUTION BY COUNTY ATTORNEY Due to litigation, court scheduling constraints and in order to allow ATTORNEY to begin representation in a timely manner this Agreement may be executed by the County Attorney prior to final approval of the Board of County Commissioners; in the event that this Agreement is not approved by the Board of County Commissioners, ATTORNEY shall submit an invoice for the time and expenses incurred from the date of execution by the County Attorney until the Board of County Commissioners voted not to approve this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 21 2742 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first written above. (SEAL) BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Attest: Kevin Madok, Clerk By _.. ... By As Deputy Clerk Mayor Holly Merrill Raschein Witness: HINCKL.EYI,�+UXN LLP .. By: Ira L. Liba , Es ' e � ......... Principal rt��cei Representative Print Name DATE: 22 2743 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 a 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, Florida Statute, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither (.• f (Respondent's name) nor any Affiliate has been placed on the convic ed vendor list within the last 36 months. (Signature) w Date: STATE OF: COUNTY OF: Browarz� Subscribed and sworn to (or affirmed) before me, by means of physical prese ce or ❑ online notarization, on g62+- date by �Vlo (name of affiant). 0 el he is personally known to me or h s roduced (type of identification) as identification, n sierra Lynn Genevieve Pascoe AM Commission#HH 496052 Commission Expires 02-25-2028 4 p C IN COYTrAWRr My Commission Expires: „r ...- .a ,_62. 2744 DRUG-FREE WORKPLACE FORM The unde signed vendor in ac ordance with Florida Statute 287.087 hereby certifies that: w (Name of Business) _ 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. (Signature) Date: STATE OF COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of physical presence or ❑ online notarization, on C[ (date) by (name of affiant). He/She is personally known to (type RV ierra yn a ..., a u �, Commission#HH 496052 of identification) as identification. Commission Expires 02-25-2026 J Bonded r ta Florida Nnta"y puwir, IC My Commission Expires; LOLL)�Ca 2745 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE (Company)T t "...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." (Signature) Date: STATE OF: -FJ rt` (� COUNTY OF: B-00 W01 Subscribed and sworn to (or affirmed) before me, by means of iphysical presence or El online notarization, on pwyl (date) by I ra L - (name of affiant). He/She Lispe jr gnWLy— known to me_,,qj,,bas produced (type of identification) as identification. 2 028 Sierra 0: rra Lynn Genevieve Pascoe H 4 2 028 V2 2 # 60 2 25 CIO narloja y F("'t7 Cy Commission Comm ission#HH 496052 Comrriission Expires 02-25-20 8 o ded T r g h -cynanMary nded Thrhugh t y P11 �,G op C Bon d R 0 Fjot'd N W Flotida-Notary Pubk N My Commission Expires 2746 ® DATE(MWDDNYYY) ACO CERTIFICATE OF LIABILITY INSURANCE 12/28/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Anne M. Mahoney N/A Insurer: Attorneys'Liability Assurance Society Ltd., arc°No Ext:312-697-6900 Arc No: A Risk Retention Group(ALAS) E-MAIL ammahoney@alas.com 311 S.Wacker Drive,Suite 5700 INSURERS AFFORDING COVERAGE NAIC# Chicago, IL 60606 INSURERA:Attorneys' Liability Assurance Society Ltd., 15445 INSURED A Risk Retention Group(ALAS) Hinckley,Allen&Snyder LLP INSURERC: 100 Westminster Street -INSURER D: Suite 1500 INSURER E: Providence, RI 02903-2319 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER MMIDD� POLICY LIMITS LTR COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE T R� E CLAIMS-MADE 1:1OCCUR APPROVED BY RISK MANAGEMENT _PR MISES Ea occurrence $ MED EXP(Any one person) $ DATE 9 o o,/2024 e PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: WAIVER N/A YES GENERAL AGGREGATE $ POLICY PROECT ❑LOC PRODUCTS-COMP/OP AGG $ J OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per acr dent UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y r N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICERIMEMBEREXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.E.DISEASE-POLICY LIMIT $ A Lawyers'Professional Liability N N LPL-1409-2024 1/1/2024 1/1/2025 Not less than$5,000, 00 per claim/ $5,000,000 annual ag regate (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION Monroe BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1100 Simonton Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Key West, 33040tre ACCORDANCE WITH THE POLICY PROVISIONS. AUTtHiORVEDREPRESENTATIVE nne Mahoney,Assistant Director underwriting,ALAS Ltd., RRG ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2747 Hinckley, Allen & Snyder LLP 7901 SW 611 Ct Ste 300 Plantation, FL 33324 p: (954) 474-8080 f: (954) 474-7343 FEIN: 05-0262309 Monroe County cam po-abra@monroecounty-fl.gov c/o County Attorney's Office PO Box 1026 Key West,FL 33041 Billing Attorney: 2418 Libanoff, Ira L. Bill Number: 1222621 Bill Date: 15 MAR 2024 Cut-Off Date: 29 FEB 2024 Client:080748 Monroe County Matter:0197125 American Empire Builders Inc. For Professional Services Rendered: Total Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $300.00 Total Disbursements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0.00 Total Fees and Disbursements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $300.00 AR Summary as of 03/15/24 0-30 31 -60 61 -90 91 -120 120+ TOTAL AR $300.00 $0.00 $0.00 $0.00 $0.00 $300.00 2748 Hinckley,Allen& Snyder LLP Page 2 Bill Number: 1222621 Bill Date: 15 MAR 2024 Client:080748 Monroe County Matter:0197125 American Empire Builders Inc. Date Attorney/Paralegal Description Hours Value 02/01/24 Libanoff,Ira L. Review Notice of Nonpayment from Monroe Concrete 0.40 $150.00 and emails addressing same 02/06/24 Libanoff,Ira L. Telephone conf with Christine and Judy re status of 0.40 $150.00 payments and work on projects Total 0.80 $300.00 2749 Hinckley, Allen & Snyder LLP 100 Westminster Street, Suite 1500 Providence, RI 02903-2319 p: (401)274-2000 f: (401) 277-9600 FEIN: 05-0262309 Monroe County cam po-abra@monroecounty-fl.gov c/o County Attorney's Office PO Box 1026 Key West,FL 33041 Billing Attorney: 2418 Libanoff, Ira L. Bill Number: 1222621 Bill Date• 15 MAR 2024 �iio, Cut-0ff D 9 FEB 2024 Client:080748 Monroe County j Matter:0197125 American Empire Builders Inc. jjj/ ........................ For Professional Services Rendered: /////k/, i i / Total Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . : i/ ia� / $300.00 ///iij/ Total Disbursements. . . . . . . . . . . . . . . . . $0.00 iiiii aia% // /// , " Total Fees and Drsbursements. . . . . . . . . s�D�ior / $300.00 VON/ � „ of % !o/ /i i i / i i / i i ...... Please Return This Page With Your Remittance. Amounts Billed and outstanding for more than 45 days from the invoice date are subject to a late charge of 1%per month until payment is received. Electronic Payment Instructions: Bank Name: Bank of America Bank Routing#: 026009593(Wire)or 011500010(ACH) Swift Code: BOFAUS3N Account#: 010-696-7004 2750 Account Name: Hinckley,Allen&Snyder LLP