10/1/2019 - 09/30/2022 Jennifer Sanchez LEGAL SERVICES CONTRACT
THIS AGREEMENT ("Agreemenfl) is entered into this L ,"'!""day of October, 2019, by and
between the MONROE COUNTY VALUE ADJUSTMENT BOARD,hereinafter referred to as the VAB
and Jennifer G. Sanchez, Esq., 1223 White St. it 104, Key West,FL 33040,hereinafter referred to as
the y®
WHEREAS,the VAB wishes to enter into this Agreement with the Attorney so that the Attorney
will act as private legal counsel to the VAB;
NOW THEREFORE,IN CONSIDERATION ofthe mutual promises contained herein,the parties
agree as follows:
1. T@M: The term of this Agreement is for a three-year period commencing October 1,2019
and ten-ninating September 30, 2022. Thereafter, the VAB may exercise an option for an additional two
(2) years upon ® ° written notice to the Attorney no less than sixty (60) days prior to the original
expiration date. If the option is exercised, the contract shall be extended on the same terms as the initial
term.
The VAB's performance and obligation to pay under this Agreement is contingent upon annual
appropriations by the Monroe County Board of County Commissioners and the Monroe County School
Board. Should funding be ® t in amounts insufficient to cover the services under this contract,
the required services may be modified in writing and executed by both parties to provide a level of service
commensurate with the funding appropriated.
® Sco of ServicM: The Attorney will provide all services required under Rule 12D-9.009,Florida
Administrative Code.
Attorney shall attend all meetings of the VAB and all hearings before the Special Magistrates for
the VAB, and shall advise the VAB and VAB Special Magistrates on an as-needed basis regarding such
legal issues as may arise, including but not limited to valuation, homestead and other exemptions, late
filing, and the admission of evidence, and any other legal matters concerning Value Adjustment Board
business. Attorney shall, on an as-needed basis, also provide advice to the clerical staff provided by the
Clerk to the VAB.
This Agreement is personal to ffie Attorney. Attorney has been retained specifically because
Attorney,personally, is understood by VAB to be able to handle this matter. Employment of additional
individuals,whether attorneys, paralegals, or others, who will bill time to VAB is not permitted without
the advance written approval of VAB.
®
a) The Client is the Monroe County Value Adjustment Board (VAB), and to the extent ethically
parriiissible, its elected and appointed officers and its employees. In the event that Attorney
cannot ethically represent individuals in addition to VAB, Attorney shall advise VAB in writing
of that fact immediately.
b) Attorney is licensed to practice law in all jurisdictions relevant to this matter and mees the
statutory criteria for private counsel to a value adjustment board in the State of Florida.
C) The Attorney must at all times comply with F.S. 194.015 and must immediately advise the VAB
of any conflict. F.S. 194.015 currently states., "The private counsel may not represent the property,
appraiser!, tax collector, any taxing authority, or any property owner in any administrative or
judicial review of property taxes." The Attorney must also at all times comply with Rules 12D-
9.008 and 12D-9.009,Florida Administrative Code and must immediately advise the VAB of any
inability to comply with the requirements of these rules.
d) If Attorney practices with others who may also provide services to VAB, he or she understands
that VAB expects that Attorney will be responsible for managing the representation, assuring
compliance of othas with the terms. of this Agreement and ethical requirements, preparing and
substantiating all bills, and communicating with VAB. Attorney may not delegate or outsource
this work without full written disclosure to,and prior written approval from,the VAB.
e) Attorney has been retained by VAB to provide the scope of services described in Section 2 above.
Attorney represents that he or she is competent and available to handle that matter. In the event
that additional matters are assigned by VAB to Attorney, this Agreemenis 1 apply to those
matters as well,unless a separate Agreement is required by the VAB.
f) Review of ethical obligations before initiating representation: Attorney has conducted a thorough
investigation and determined that neither Attorney nor his or her firm has any ethical impediment,
real or potential,to representing VAB.To the extent that any ethical impediment,real or potentiaL
is discovered or ever arises,Attorney shall immediately inform VAB in writing of the impediment
(regardless of whether Attorney believes he or she has taken all steps necessary to avoid the
impediment and regardless of whether Attorney believes that the impediment is insubstantial or
questionable), make fall disclosure of the situation to VAB, obtain VAH's express, written
consent to continue the representation of the other client, and take all steps requested by VAB to
avoid or mitigate the impediment. Attorney understands that if a direct or indirect conflict of
interest arises which,in the opinion of the VAB, cannot be avoided or mitigated under the Rules
of Professional Conduct of The Florida Bar,VAB may,'in its discretion,(a)obtain reimbursement
from Attorney for all fees and expenses paid to Attorney in this matter; (b)obtain cancellation of
all amounts allegedly owed by VAB to Attorney;and(c)obtain reimbursement for consequential
expenses incurred by VAB, including the cost of replaoment counsel.
4. Payment:
The VAB shall compensate the Attorney according to the term of this paragraph. Payment shall
be made monthly upon receipt of a proper invoicewith documentation of services rendered,pursuant to
the Florida Prompt Payment Act. The Attorney shall submit monthly invoices by the tenth(I Ofi)calendar
day of each month to the following e-mail address: campo-abra@monroecounty-fl.gov.
a) The VAB shall pay to Attorney a fixed monthly amount of one thousand seven hundred fifty
dollam and no cents ($1,750.00) CMonthly Paymenf'), less taxes if Monroe County determines that the
withholding of taxes is required. The Monthly Payment shall include payment for all legal services
rendered by Attorney in the preceding month. The VAB shall not pay for any additional costs,including
but not limited to travel costs, per diems, telephone, postage, courier costs, or general office overhead,
with the exception of the travel expenses for travel outside Monroe County outlined in paragraph 4(b)
below.
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b) If VAB directs Attorney to travel outside Monroe County for VAB business,then Attorney's
reasonable travel expenses will be- reimbursed in accordance with the applicable provisions for
"approved travelers"of the Monroe County Code,and will be summarized on the Monroe County Travel
Form with all applicable receipts attached*=to. VAB will not pay for any markup of expenses.
c) All of expenses are not reimbursable, including but not limited to: telephone, postage,
overnight mail,courier, overhead.
d) Attorney is net authorized to retain and VAB will not pay for experts, additional counsel,
consultants, support staff, or the like,or to outsource or delegate work, without prior written approval of
the VAB.
5. Term!'it'ation: The Agreement can be terminated by either party with or without cause wi si th xty
(60) days prior written notice. Attorney shall be paid through the date of services rendered.
6. AAccQWW9ng-A§22& Records of the Attorney pertaining to this Agreement shall be kept on
generally recognized accounting principles, acceptable to the Monroe County Clerk, and shall be
avaflable to the VAB or to an authorized representative for audit. Attorney understands that Attorney
must have documentation to support all aspects of each bill, including fees and expenses, and must
maintain that documentation until at lost one year after the termination of the representation. This
documentation shall be made available by Attorney to Monroe County, VAB or it designated
representative, including an accountant, the Monroe County Clerk or Monroe County Clerk's
representative, or legal bill auditor upon 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 Monroe County, VAB or its designated representative may have. Attorney
shall notify VAB in writing at least 60 days in advance of destroying any such records and, in the event
that VAB requests that they be preserved,shall preserve them at least one additional year or,at the option
of the VAB, delivered to the VAB for storage by the VAB, with VAB responsible for paying the actual
cost of storage. This documentation "I include, for example, original time records, expense receipts,
and documentation supporting the amount charged by Attorney for expense items generated by the
Attorney or his or her firm. VAB 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. on the
execution of an Agreement or amendment to this Agreement by the VAB, Attorney may provide the
documentation ® digital electronic form in Adobe Portable Document Format (PDF) or in Alchemy
format in lieu of the manual preservation requirements detailed above.
a) Access to Records.Attorney shall ®n all books,records,and documents directly pertinent
to performance under this Agreement, including but not limited to the documents referred to in Section 4
of this Agreement, ® Accordance with generally accepted accounting principles, consistently applied.
Upon ten(10)business days written notice to the other,representatives of Monroe County, the VAB or
Attorney shall have access,at all reasonable times,to all the other party's books,records,correspondence,
instructions,receipts,vouchers and memoranda(excluding computer software)pertaining to work under
this Agreement for the purpose of conducting a complete independent fiscal audit. Attorney shall retain
all records required to be kept under this Agreement for a minimum of five years, and for at least four
years after the termination of this Agreement. Attorney shall keep such records as am necessary to
document the performance of the Agreement and expenses as incurred, and give access to these records
at the request of Monroe County,the VAB,the State of Florida or authorized agents and representatives
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of said government bodies. It is the responsibility
collectionsa Proper accounting of all s® Attorney shall be responsiblet of
any and 1 audit exceptions which are identified by the Auditor General for the state of Florida,the Clark
Of Court r Monroe County,the VAB,or their agents and representatives.
RecordsFlorida Public specifically 1 i
law r Rules and Regulations , the provisionst ri ,
generally require public access to all records and documents which may be made or received under this
Agreement. Attorney agrees to consult withapplication
the Public Records Law from time to time concerning specific circumstances that may arise
term of this Agreement.
Pursuant y shall comply with all public records
including
publica. Keep and maintain s required by the VAB in order to perform the service.
® Upon request from the public agency"s custodian of public records,provide
a copy of the requested records or allow the records to be inspected or copied
at a cost that does not exceed the cost providedin ° , Chapter 119 or as otherwise
provided by law.
c° Ensure that public records r confidential and exempt from public records
disclosuret t as authorized by law fbr the duration of the contract
followingterin and f the Attorney does not transfer the records to the public
® Upon completiont,transfer,at no cost,to the VAB all public records in possession of
the Attorney r keep and maintain public records required by the public
If the Attorney transfers all public records to the public agency upon completion of the contract,the
publiccontractor shall destroy any duplicate r confidential and exempt from
public disclosure
completion of the contrac%the Attorney shall meet all applicable tretaining public
recordsrecords. All t be provided to VAB,upon request from the public
agency's custodian of records,in a format that is compatible with the information technology systems
f the agency.
CHAPTER 119, FLORIDA STATUTES, TO THE ATTORNEY'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT(305)IF TEE ATTORNEY HAS QUESTIONS REGARDING TBE APPLICATION OF
ri ���°�N r N� .....`"� / Office,
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St., Suite 40 , Ivey West, FL. 33040.
This provision shall survive this Agreement.
®Agreement...® i ° , r " visi s i °s
.shall...... effectivein writing approved °
be
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8.
...
ificatiIndemnon. Mt pdw.mj1 s t ° lCounty
Value Adjustment 1 for any and all claims,liability, losses and causesy
arise out of its fulfillment of the Agreement. It agrees to gay all claims and losses,including related court
costs and reasonables' fees, and shall defend all suits 1 to the negligent , errors or
omissions of the Attorney employees mWor agents.
® Insurance. y shall provide and maintain all times during the term o
without r s County, Professional Liability i in aminimum amount of
per occurrence / 1 million in , with a company or companies authorized
business in the State of Florida, is acceptable to the VAB.
AttorneyThe shall providecertificates of or of all insurance policies within
five (5) days execution ®stm l also provide new certificates
whenever of the prior policy expires.
10. T e a The VAB, Monroe County and Monroe County School Board are exempt from Federal
Excise Florida s T
11. _ c sa The VAB, Monroe County, and Monroe County School Board will not be
responsible for any finance charges.
1 ° intent of the partieslegally
considered independent contractor and that neither it nor its employees or agents shall, under any
circumstance, be considered servants or agents of the VAB and VAB shall at no time be legally
responsible for any negligence on the part of said ss responder,its employees or agents,resulting
in either bodilyy individuaL firm,or corporation.
13® i c1 = t any time during the term of thist,the Attorney is required to list any or
1 potential conflicts of interest,as defined by Florida11 ty Ethics Ordinance.
The Attorney shall disclose 1 actual or proposed conflicts of interest, financial or otherwise, direct or
indirect, involving client's interest which may conflictinterests of the VAR
® si the Attorney shall not assign,transfer, convoy, sublet otherwise disposeof this
Agreement,or of any or all of its right,title or interest ® ,or his or its power to execute such contract
to any person, company r corporation i out prior written consent of the VAB.
5® Qup2limNe WithLaw—. t comply with1 international, ,state and local laws
and ordinances applicable to the`work or payment for work thereof
16. l not be liable or delay in a or °1 to rf
in whole r i , services u contingency beyond its n of or the control
of any of its subcontractors or suppliers,including labor dispute, strike, labor shortage, or act of war
actualwhether an declaration thereof if made or not, insurrection, art e,riot or civil commotion, act
of public enemy,epidemic,quarantine restriction,accident,fire,explosion,storni,flood,drought,or other
act of God, act of any governmental authority, jurisdictional °o or insufficientsu l f 1,
electricity, rmaterials or supplies, failureAttorney has exercisedreasonable care
in the ®on thereof, and any such delay or failure shall not constitute a breach of this Agreement.
17. Gm,
gaffml�La N�e is Agreement shall be governed and construed by and in accordance
with the laws of the State of Florida and constitutes the entire Agmment between the VAB and Attorney.
Venue of any court action filed relative to this Agreement shall lie in Monroe County, Florida.
18. Anti—solicitafign: The Attorney wan-ants that no person has been employed or retained to solicit
or secure this contract upon an Agreement or understanding for a commission,percentage,brokerage, or
contingent fee and that no member of the Monroe County government or the VAB has any interest
financially or otherwise in the Attorney or its subcontractors.
19. Esm&mbili U: If any provision of the Agreement shall be held by a Court of competent jurisdiction
to be invalid or unenforceable,the remainder of this Agreement,or the application of such provision other
than those as to which it is invalid or unenforceable, shall not be affected thereby; and each provision of
the Agreement shall be valid and enforceable to the fWlest extent permitted by law.
20. No—tice: Any notice required or permitted under this Agreement shall be in writing and hand-
delivered or mailed, postage prepaid by certified mail, return receipt requested, to the other party as
follows:
For \,,AB: EQLAnarney:
Mon�County Clerk of Court Jennifer G. Sanchez, Esq.
500 V4dtchead Street 1223 nit 104
Key West, FL 33040 Key West,FL 33040
VAB shall give notice to Attorney of any meetings at is the Attorney's presence is required or
requested.
1® Ethics Clawe: The Attorney warrants that it has not employed,retained or otherwise had act on
its behalf,any former Monroe County officer or employee in violation of Section 2 or Ordinance No. 10-
1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach
or violation of the provision, the VAB may, at its discretion terminate this Agreement ® t liability
and may also, at its discretion, deduct from the Agreement or purchase price, or otherwise recover, the
fulI amount of any fee,commission,percentage,gift,or consideration paid to the former or present County
officer or employee.
22. FubhfiqLnji rime St1laktem=t g A person or affiliate who has been placed on the convicted vendor
list following a conviction for public entity crime may not submit a response on a contract to provide any
goods or services to a public entity,may not submit a responsetbid.on a contract with a public entity for
the construction or repair of a public building or public work,may not submit responses/bids on leases of
real property to public entity, may not be awarded or perform work as a contractor, supplier,
subcontractor, ore 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 297.017, for CATEGORY TWO
for a period of 36 months ftom the date of in placed on the convicted vendor list.
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a) Ownership of Attorney files and work product: Attorney understands that all files and work
product prepared by Attorney or his or her firm at the expense of VAB (or for is VAB is otherwise
billed) am the property of VAB. Without VAB's prior written approval, this or product may not be
used by Attorney or his or her firm nor disclosed by Attorney or his or her firm toothers, except in the
normal course of Attorney's representation of VAB in this matter. Attorney agrees that VAB owns al[
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rights, including copyrights, to materials prepared by VAB or by Attorney on behalf of VAB. Attorney
shalI notify VAB in writing at least 60 days ® advance of destroying any such records " in the event
that VAB requests that they be preserved, shall preserve them at least one additional year (with VAB
responsible for paying the actual cost of )® Attorney shall comply with the State ofFlorida Records
Retention GS I- time schedule for destruction. Attorney shall provide VAB with prompt access to
(including the ability to make copies of) all attorney it and work product, regardless of whether the
representation or matter is ongoing and whether attorney fees and expenses have been paid in full.
b) Dispute Resolution Attorney and VAB 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.
c) Entire Agreement. The entire Agreement between the VAB and Attorney with respect to the
subject matter hereof® contained in ®s Agreement. is Agreement supersedes all prior oral and written
proposals and communications between the VAB 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 in to the benefit of the parties
hereto,their permitted successors and assigns.
d) Captions. The captions set forth herein am for convenience of reference only and shall not define,
modify,or limit any of the terms hereof.
e) Conflicts in Interpretation. The VAB and Attorney agree that, in the event of conflicting
interpretations of the terms or a term of this Agreement by or between them, the final interpretation by
the VAB shall apply°
f) Adjudication of Disputes and Disagreements. The VAB and Attorney agree that all disputes and
disagreements between them shall be attempted to be resolved by a meet and confer session between
representatives of the VAB and Attorney. If the issue or issues are still not resolved to the satisfaction of
both within 30 days after the meet and confer session,then either shall have ffie right to seek such relief
as may be provided by this Agreement or by Florida law.
g) Cooperation. In the event any administrative or legal proceeding is instituted against either the
VAB or Attorney reMng to the formation, execution, performance, or breach of this Agreement, the
VAB and Attorney each agree to participate, to the extent required by the other, in all proceedings,
hearings,processes, meetings, and other activities related to the substance of this Agreement. The VAB
and Attorney each agree that neither shall be required to enter into any arbitration oceed® related to
this Agreement r any Attachment or Addendum to this Agreement.
h)Legal Obligations and Responsibilities. Non-delegation of Constitutional or Statutory Duties. This
Agreement is not intended to relieve, nor shall it be construed as relieving, either the VA13 or Attorney
from any obligation or responsibility imposed upon each by law except to the extent of actual and timely
performance thereof by the other, in which case the performance may be offered in satisfaction of the
obligation or responsibility. Further this Agreement is not intended to authorize,nor shall it be construed.
as authorizing, the delegation oft constitutional or statutory duties of the VAB, except tote extent
permitted by the Florida Constitution, state statutes,case law,and,specifically,the provisions of Chapter
125, Florida Statutes.
i) Attorney's Fees and Costs. In the event any administrative proceeding oreause of action is
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initiated or defended by the VAB or Attorney relative to the enforcement or interpretation of this
Agreement, the prevailing party shall be entitled to an award of reasonable attorney's fees, court costs,
investigative,and out-of-pocket expenses,as an award against the non-prevailing party,and shall include
reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses in appellate
proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement or as may be
required by a court of competent jurisdiction shall be conducted in accordance with the Florida Rules of
Civil Procedure and usual and customary procedures required by the circuit court of Monroe County.
j)Authority. Attorney warrants that Attorney is o ® by law and the Rules and Regulations of
The Florida Bar to engage ® the performance of the activities encompassed by this Agreement. Each
party to this Agreement warrants that he,she or it has the requisite personal or corporate authority to enter
into this Agreement If Attorney is a member of a law firm, either as partner, shareholder, associate, or
other relationship, Attorney warrants that she is authorized to enter into this Agreement by Attorney's
law f1rin.
k)Non-Discrimination. Attorney shall not discriminate, ® its employment practices and in providing
services hereunder, on the basis of race, coior, sex, religion, disability, national origin, ancestry, sexual
orientation, gender identity or expression, °l® status, or age, and shall abide by all federal and state
laws regarding non-discrimination. Upon a determination by a court of competent jurisdiction that such
discrimination has occurred, ®s Agreement ly terminates without any ftuther action by the
VAB, effective the date of the court order. Attorney is aware of the provisions of Section 13-101 through
13-106, Monroe County Code, relating to non-discrimination, and agrees to abide, by the Code's non-
discrimination requirements.
1) Claims for State or Federal Aid. The VAB and Attorney agree that each shall be, and is,
empowered to apply for,seek,and obtain federal and state ftinds to finther the purpose of this Agreement,
provided that a applications, requests, grant proposals, and funding solicitations by Attorney shall be
approved by the VAB prior to submission.
in)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 VAB and Attorney agree that neither
the VAB nor Attorney or any officer, agent, oremployee of each "I 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 spart, inferior to, or superior to the
community in general or for the purposes contemplated under this Agreement.
n) Attestations. Attorney agrees to execute such documents as the VAB may reasonably require,
including a Drug-Free Workplace Statement, and a Public Entity Crime Statement.
o) Signatures of ®e Required. This Agreement shall not be effective until executed by both VAB
and Attorney and received in final executed form by an authorized representative of VAB.
p) 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 Value Adjustment Board in
®s or her individual capacity and no member, officer, agent or employee of the Value Adjustment Board
shall be liable personally on this Agreement or be subject to any personal liability or accountability by
reason of the execution of this Agreement.
q) Execution in Counterparts. ®s Agreement may be executed in any number of counterparts, each
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whichof F of whichshall c °
instrument and the VAB and Attorney may execute this Agreement by signing y such counterpart.
IN WITNESS WHEREOF, the ® s have executed i t the day and year firstabove
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� .....
VALUE ADJUSTMENT BOARD
d eputy Clerk I i )iilChairman
MONROE COUNTY ATTORNEY
FORM,APPROVED AS TO
L ®
a
Assistant CountY AttorneY
Date: 9-23-2019