HomeMy WebLinkAboutItem Q13 Q13
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor James K.Scholl,District 3
The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2
Craig Cates,District 1
David Rice,District 4
Holly Merrill Raschein,District 5
Board of County Commissioners Meeting
January 15, 2025
Agenda Item Number: Q13
2023-3556
BULK ITEM: No DEPARTMENT: County Attorney
TIME APPROXIMATE: STAFF CONTACT: Bob Shillinger
n/a
AGENDA ITEM WORDING: Approval of the Second Amendment to an Agreement for Legal
Services between Monroe County and Gardner, Bist, Wiener, Wadsworth, Bowden, Bush, Dee, LaVia,
& Wright, P.A.
ITEM BACKGROUND:
The County has been represented by the law firm of Gardner, Bist, Wiener, Wadsworth, Bowden, Bush,
Dee, LaVia, & Wright, P.A. since 2012. The second amendment updates the hourly rate for the
approved time keepers to $250 per hour, adds attorney Ron Labasky as a listed timekeeper as a
subcontractor for the firm, and expands the scope of work to include "advice, counseling and
representation on election law issues on an as-needed basis from time to time."
With the County Attorney's Office taking on the full time representation of the Supervisor of Elections,
adding election law issues to the scope of the representation will better enable staff lawyers to represent
the Supervisor. Gardner Bist attorneys Jay LaVia and Ron Labasky have represented the Florida
Association of Supervisor of Elections and individual Supervisors for years. The County Attorney's
Office will call upon their expertise on an as needed basis.
The agreement will be between the County and the law firm. At some point, the Supervisor of Elections
may take on this agreement or may seek other counsel. Since the Supervisor of Elections Office and the
County Attorney's Office are funded mostly by ad valorem taxes, there is no difference to the taxpayers
which office funds the agreement.
PREVIOUS RELEVANT BOCC ACTION:
On 4/18/12, the BOCC approved the initial agreement with Gardner Bist.
On 12/9/15, the BOCC approved the 1st amendment to that agreement.
INSURANCE REQUIRED:
Yes
3050
CONTRACT/AGREEMENT CHANGES:
Increases hourly rate from $225/hour to $250/hour and expands the scope of representations to include
election law.
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
MonroeCounty.2ndAm end mentToAgreement.1-07-2025 stamped.pdf
GardnerBistBowden 1st Amendment 120915.pdf
GardnerBistWiener Agreement 041812.pdf
FINANCIAL IMPACT:
To be determined.
3051
SECOND AMENDMENT TO AGREEMENT FOR LEGAL SERVICES
BETWEEN
MONROE COUNTY AND GARDNER,BIST,WIENER,WADSWORTH,BOWDEN,BUSH,DEE,
LAMA,&WRIGHT,P.A.
This Second Amendment ("Second Amendment") to the Agreement for legal
services ("Agreement") dated April 18, 2012 by and between Board of County
Commissioners of Monroe County, Florida ("County") and Gardner, Bist, Wiener,
Wadsworth, Bowden, Bush, Dee, LaVia, & Wright, P.A. ("Attorney") (collectively, the
"Parties") is made and entered into as of January ,2025.
WITNESSETH
WHEREAS, the Parties wish to amend the Agreement in order to update the name of the
firm; and
WHEREAS, paragraph 4 of the existing Agreement states that new matters may be
assigned by the County Attorney from time to time by amendments of this Agreement,
when assigned by the County Attorney in writing and approved by the Board of County
Commissioners; and
WHEREAS, the County wishes to engage the services of Attorney to provide advice,
counseling and representation on election law issues on an as-needed basis from time to
time and wishes to amend the Agreement in order to reflect the addition of these services;
and
WHEREAS, Attorney also wishes to update the 2012 Agreement to set forth the current
hourly rates, and the County is in agreement with the proposed rates; and
WHEREAS, it is necessary to update the Agreement to add certain terms and provisions
required by State laws passed since the 2012 Agreement and also local ordinances; and
NOW THEREFORE,in consideration of the mutual covenants and provisions
contained herein, the parties amend the Agreement as follows:
1. The name of the firm is updated to the following wherever it appears in the
Agreement: Gardner, Bist, Bowden, Dee, LaVia, Wright, Perry&Harper, P.A.,
2. Pursuant to paragraph 4 of the Agreement("Scope of the Work"), the following
new matter is assigned to the Attorney: Advice, counseling and representation on
election law issues on an as-needed basis from time to time.
3. Paragraph 6.3 of the Agreement (Hourly Rates and Changes to hourly rates)is
revised in its entirety to read as follows:
Hourly rates for ATTORNEY and additional Timekeepers will be set at:
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3052
&?proved Time Kpgpers
Name: w Hourly Rate:
Robert Scheffel Wright
' $250
John T. (Jay) LaVia, III $250
Ronald A. Labasky $250 (subcontractor to the firm)
4. Addendum A to this Agreement, setting forth clauses required under State or local
law, is incorporated in this Amendment as if fully set forth herein.
5. In all other respects the remaining terms and conditions of the Agreement remain
unchanged and in full force and effect.
[ The reminder of this page intentionally left blank. ]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
years written below.
ATTEST: Kevin Madok, Clerk Board County Commissioners of
Monroe County, Florida
BY B
As Deputy Clerk —.__. ....... Y .�...........w ......�. m.. ......_ � ......
James K. Scholl, Mayor
Date:
Gardner,Bist, Bowden,Dee,LaVia,
Wright, erry& Harper, P.A.
By: ..: .. �. .
Print na e: __John T.mLaVia III,
Date: January 7, 2025
Approved as to form and legal sufficiency
Robert B. Shillinger, Jr. Monroe County Attorney
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ADDENDUM
(State and Local Clauses Only)
"rhe following clauses are added into the attached Agreement as if fully set,forth therein:
I. Florida Public Records law (F.S. 119.0701.).
RECORDS- ACCESS AND AUDITS- Pursuant to F.S. 119.0701, Contractor and its
su _co_ntractors—shall comp I y—with a—llp—ub'. lic records laws of the State of Florida, including
but not limited to:
a. Keep and maintain public records required by Monroe County in order to
perform the service,
b. Upon request from the public agency's custodian of public records,provide the
public agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided in Florida
Statutes, Chapter 119 or as otherwise provided by law.
c. 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 to and -following completion of the contract if the contractor
does not transfer the records to the public agency.
d. Upon cornpletion of the contract, transfer, at no cost, to Monroe County all
public records in possession of the contractor or keep and maintain public records required
by the public agency to perfbrrn the service., If the contractor transfers all public records
to the public agency upon completion of the contract, the contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the contractor keeps and rnaintains public records upon
completion of the contract, the contractor shall meet all. applicable rcquirem.eats for
retaining public records. All records stored electronically must be provided to Monroe
County, upon request from the public agency's custodian of records, in a format that is
compatible with the information technology systems of Monroe County.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 11-9, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECO.11RDs RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,
.BRIAN BRADLEY, AT (305) 292.-3470, h114!ty l riawy rno nroecou nl,Ljv.g gov, C/o
Monroe County Attorney's Office, 1.1.111211 St., Suite 408, ley`W;8t"F"_L_33040.
2. F.S. 287.0582, F.S. and Monroe County Purchasing Policy (required for an
contracts for purchases of services or goods > 1 year): Monroe County's
perfannance and obligation to pay under this contract is contingent upon an annual
appropriation by the BOCC.
3 Insurance Requirements (Alonroe County Risk Manual). The vendor is required
to provide insurance as set forth in the Agreement as may be amended from time to
time.
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Prior to or at time of execution of the agreement,the vendor shall provide a certificate
of insurance evidencing current coverage in this amount. Therefore,the vendor shall
provide updated certificates whenever the coverage is renewed.
4. Public Entity Crime Statement (required for all procurement documents and
contracts by F.S. 287.133 and Monroe County Purchasing Policy): 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 on a contract to provide any goods or services
to a public entity, may not submit a bid on a contract with a public entity for the
construction or repair of a public building or public work, may not submit bids on
leases of real property to public entity, may not be awarded or perform work as a
CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with
any public entity, and may not transact business with any public entity in excess of the
threshold amount provided in Section 287.017, for CATEGORY TWO for a period of
36 months from the date of being placed on the convicted vendor list. As used herein,
the term"convicted vendor list"means a list maintained by the Florida Department of
Management Services, as defined in F.S. 287.133.
By entering in this Agreement,the vendor acknowledges that it has read the above and
states that neither the vendor nor any Affiliate has been placed on the convicted vendor
list within the last 36 months.
5. Ethics Clause (required for all contracts by Monroe County Ordinance No. 10-
1990): By entering in this Agreement, the vendor 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.
6. E-verify requirement(required by F.S.448.095): Beginning January 1,2021,every
public employer,contractor,and subcontractor shall register with and use the E-Verify
system to verify the work authorization status of all newly hired employees. By
entering into this Agreement, the vendor certifies that it registers with and uses the E-
Verify system. If the contractor enters into a contract with a subcontractor, the
subcontractor must provide the contractor with an affidavit stating that the
subcontractor does not employ, contract with, or subcontract with an unauthorized
alien. The contractor shall maintain a copy of such affidavit for the duration of the
contract.
7. Scrutinized companies (F.S. 287.135):
a. (Applies to contracts > $1 million): This contract is terminable at the option of
the awarding body if the vendor is found to have submitted a false certification as
defined below, has been placed on the Scrutinized Companies with Activities in
Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum
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Energy Sector List as those terms are defined in F.S. 287.135, or been engaged in
business operations in Cuba or Syria.
i. False certification: At the time a company submits a bid or proposal for a
contract or before the company enters into or renews a contract with an
agency or local governmental entity for goods or services of$1 million or
more, the company must certify that the company is not on the Scrutinized
Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List and that it does not have
business operations in Cuba or Syria. At the time a company submits a bid
or proposal for a contract or before the company enters into or renews a
contract with an agency or local governmental entity for goods or services
of any amount, the company must certify that the company is not
participating in a boycott of Israel. By entering into this agreement, the
vendor certifies that the company complies with these requirements.
b. (Applies to all contracts): This contract is terminable at the option of the awarding
body if the company is found to have been placed on the Scrutinized Companies
that Boycott Israel List as that term is defined in F.S. 287.135 or is engaged in a
boycott of Israel.
8. Payment: Invoices will be paid in accordance with the Florida Local Government
Prompt Payment Act,F.S. 218.70 et seq. Invoices must be submitted to the Clerk with
supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based
on generally accepted accounting principles and such laws, rules, and regulations as
may govern the Clerk's disbursal of funds.
9. Human Trafficking (F.S. 787.06): Whenever a contract is executed, renewed, or
extended between a nongovernmental entity and a governmental entity, the
nongovernmental entity must provide an affidavit signed by an officer or a
representative of the nongovernmental entity under penalty of perjury,attesting to that
the nongovernmental entity does not use coercion for labor or services. A copy of the
affidavit is attached.
10. Foreign Entities Affidavit(F.S. 287.138):
a. Beginning 1/1/2024, a governmental entity may not accept a bid or proposal from,
or enter into a contract with, an entity which would grant the entity access to
individual personal identifying information ("PIP') unless the entity provides an
affidavit signed by an officer or representative under penalty of perjury attesting
that the entity does not meet any of the criteria in F.S. 287.138(2)(a)-(c):
• Entity owned by a country of concern (China, Russia, Iran, North
Korea, Venezuela, Syria)
• Controlling interest by government of foreign country of concern;
• Entity organized under the laws of or has principal place of business
in foreign country of concern.
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b. Beginning 7/1/2025, a governmental entity cannot renew a contract with an entity
which would grant the access to PII unless the entity provides the affidavit.
c. Beginning 7/1/2025, a governmental entity cannot extend or renew a contract with
an entity meeting the above criteria if the contract would give access to PII to that
entity.
The affidavit is attached.
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AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT
FOR LABOR OR SERVICES
Entity/Vendor Name: Gardner,µ„B st, Bowden, Dee, LaVia,_Wri l t.,Perry &ffimer, P.A.
Vendor FEIN: 59-2088596
Vendors Authorized�....... e _ve:
' Representative: John T. LaVia III President,
(Name and Title)
Address: 1300 Thomaswood Drive
City: Tallahassee State:.._.---._ .. e: Florida __ Zip: 32308
- .............. ........
Phone Number: ( 50)_385 0070
Email Address:i avia( bwlegal com
As a nongovernmental entity executing, renewing, or extending a contract with a
government entity, Vendor is required to provide an affidavit under penalty of perjury
attesting that Vendor does not use coercion for labor or services in accordance with Section
787.06, Florida Statutes.
As defined in Section 787.06(2)(a), coercion means:
1. Using or threating to use physical force against any person;
2. Restraining, isolating, or confining or threating to restrain, isolate, or confine
any person without lawful authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person when
labor or services are pledged as a security for the debt, if the value of the labor
or services as reasonably assessed is not applied toward the liquidation of the
debt, the length and nature of the labor or service are not respectively limited
and defined;
4. Destroying,concealing,removing,confiscating,withholding,or possessing any
actual or purported passport, visa, or other immigration document, or any other
actual or purported government identification document, of any person;
5. Causing or threating to cause financial harm to any person;
6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule II of
Section 893.03 to any person for the purpose of exploitation of that person.
As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that
Vendor does not use coercion for labor or services in accordance with Section 787.06.
Additionally, Venda has reviewed Sec ion 787.06, Florida Statutes, and agrees to abide
by same. -" °
Certified By: ���
who is authorized ors on .e. elf of the abA, a ferenced company.
Authorized Signature: 71.............._ e'
...... -----------------.............
Print Name: John T. LaVia I I
Title: President ......................................... ..._ -- ___...._�...
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FOREIGN ENTITIES AFFIDAVIT F.S. 287.138
IJohn T. LaVia III of the city of Talahasse le,, Florida according to law on my oath, and
under penalty of perjury, depose and say that:
I am the
a & arper, P A ("Entity"), the vendor r B' owden-,,Pee agreement emen htPe
President of the firm of Gardner,
executed t
gr t with full
authority to do so;
b. In accordance with section 287.138,Florida Statutes,the Entity is not owned by the
government of a Foreign Country of Concern, as that term is defined in F.S.
287.138, is not organized under the laws of nor has its Principal Place of Business
in a Foreign Country of Concern, and the government of a Foreign Country of
Concern does not have a Controlling Interest in the entity.
c. The statements contained in this affidavit are true and correct, and made with full
knowledge that Monroe County relies upon the truth of the statements contained in
this affidavit in awarding contracts for said project.
010
(: imture)
Date: January 7 2025
STATE OF: Florida
COUNTY OF: Leon
Subscribed and sworn to (or affirmed) before me, by means of physical presence on
January 7, 2025 by John T. LaVia, III. He is personally known to me.
RHONDAJ.DUIGAR NOT YPL 1LIC -
1 -
y P= W COMMISSION#HH 373754
EXPIRES:June 1,2027 Rhonda J. Dulgar
Pf"'t My Commission Expires: June 1,2027
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FIRST AMENDMENT TO AGREEMENT
Between Monroe County and
Gardner,Bist, Bowden,Bush, Dee,LaVia& Wright, P.A.
For Legal Services
This First Amendment to the Agreement by and between the Board of County
Commissioners of Monroe County, Florida, a political subdivision of the State of Florida
(henceforth, "County"), and Gardner, Bist, Wiener, Wadsworth, Bowden, Bush, Dee, LaVia, &
Wright, P.A. (henceforth, "Attorney") (collectively, the "Parties") is made and entered into as of
the 91h day of December 2015.
WHEREAS, on April 18, 2012, the Parties entered into an Agreement for the provision
of legal services; and,
WHEREAS, Paragraph 6.3 of the Agreement sets forth the hourly rates for Attorney and
additional Timekeepers; and,
WHEREAS, the Parties desire to amend their Agreement in order to increase the hourly
rate of Shareholder Robert Scheffel Wright; and
WHEREAS, the parties wish to update the name of the law firm;
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein,
the Parties amend the Agreement as follows:
1. In paragraph 6.3, the hourly rate for Robert Scheffel Wright is increased to
$225.00.
2. The name of the Attorney is amended to read Gardner, Bist, Bowden, Bush, Dee,
LaVia &Wright, P.A., wherever it appears in the Agreement.
3. Except as set forth herein, the Agreement between the Parties remains the same.
1"Amendment to Gardner 615t Agreement
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THIS FIRST AMENDMENT to the Agreement between the Parties shall become effective when
executed both by the Attorney and the Board of County Commissioners of Monroe County,
Florida.
BOARD OF COUNTy COMMISSIONERS
® of MONROE CO U I D
y , Clerk By:
Heather arrut ,Mayor
ty Clerk Date: 9 l r s
ATTORNEY:
GARDNER, BIST, BOWDEN,
BUSH, DEE, LaVIA &WRIGHT, P.A.
By:
Robert Scheffel Wri Partner
Date: �'`�
NI ROE COUNTY ATTORNEY
PRO EA AST F M:
CYNTHIA L. HALL
ASSISTANT COUNTY ATTORNEY
Date_ fa` =--'2j0_L<
V Amendment to Gardner Bist Agreement
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AGREEMENT BETWEEN MONROE COUNTY AND
Gardner,Bist Wiener,Wadsworth,,Bowden,Bush,Dee,LaVia,&Wright,P.A.
THIIS AGREEMENT,,made and entered into this&�(day of rl,' 20,12,by and between the BOARD
OF COUNTY COMMISSIONERS OF MONROE COUW,FLu RID A,( COUNTY"),a political subdivision of the
State of Florida whose address is 1100,Simonton Street, Key West, Florida,33040,and,Glardneir, Bist,
Wiener,Wadsworth, Bowden,Bush, Dee, LaVla, &Wright, P.A, ("ATTORNEY")hereby enter into this
Agreement regarding the retention of ATTORNEY IN y COUNTY to provide leg,all advice and;!services.
NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein,the
parties agree as followers:
11 THE CLIENT
The Client is the COUNTY, and to the extent ethically permissible, its elected and appointed officers and
its employees,unless COUNTY advises ATTORNEY otherwise.
2. THE ATTORNEY
ATTORNEY is the indiVidual or professional association named above and,whose legally authorized signature
appears at the bottom of, thils, Agreement. ATTORNEY is licensed to practice law in all jurisdictions
relevant to this matter. ATTORNEY has been retained specificailly because ATTORNEY is understood
by COU NNTY to be able to handle this,matter. if ATTORNEY practices with others who may also provide
services to COUNTY, he or she understands that COUNTY expects that ATTORNEY will be responsible for
managing the representation, assuring compliance of others with the,terms of this Agreement and ethical
requirements, preparing and substantiating all bills,, andl communicating with COUNTY. ATTORNEY may
not delegate or outsource this work without full written disclosure to,and prior written aipprovail from,the
COUNTY,
3. TERM O,F AGREEMENT
This Agreement and representation,by ATTORNEY is effective retroactive to the 2 n'd Day of April,2012,
and upon acceptance and approval by COUNTY in;accordance with COUNTY'S policies,ordinances,,or
governing statutes.The representation shaill continue until terminated by either the COUNTY,or by
the ATTORNEY in accordance with ethical requirements and/or the terms of this Agreement.
4 S_COP,E,_OF,,THE WORK
ATTORNEY shall provide legal services and advice to COUNTY regarding (a) Key West Resort Utilities
Corporation claim against,the County before the Public Service Commission and other matters related
to or Involving KWRU; and (b) issues relating to pending disputes regarding the electrification of No,
Name Key, Including (I) advice, consultation, and representation with respect to activities in Public
Service Commission Docket No, 120054-EM, ln Re: Complaint of Robert &Julianne Reynolds Lkgginst
the Utilily Board of the,CIN of Kgy s and:(ii)advice,,consultation,and representation(as directed)
W
regarding electric utility andl Public Service Commission,issues implicated in the appeal of the Order,of
Dismissal issued in: Monroe Coun!y vs. Utility Board of the City of fty West FL, d/b/ai Keys, Energy
5mvis-e-sst,al.,(Case Nio.2011-CA-342-K). In addition,the ATTORNEY may be assigned new matters by
J
the County Attorney from time to time during the term of this agreement; any new matters shaill be
assigned by amendments to this agreement. New matters shall be included under thiis Agreement
with ATTORNEY when assigned by the County Attorney in writing and approved by the Roardl of
Commissioners,
4.1 Prpfc�ssional.ability to perform work appointment of c.PjAra—t..mi, W
ATTORNEY warrants that he or,she is authorized by law to engage in the performance,of the activities
herein described,subject to the terms and conditions,set forth In these contract documents.
ATTORNEY shalll designate an Individual attorney to be the contract manager for each matter and the
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contract manager shall at all times exercise independent, professional judigment and shall assume
I professional responsibility for the services to be provided.ATTORNEYwarrants that he or she and the
authorized time keepers are authorized by law and the Rules and Regulations of The Florida Bar to
engage in the performance of the activities encompassed by this agreement. If ATTORNEY is a
member of a law firm,either as partner,shareholder,associate,or other relationship,ATTORNEY
warrants throat,he or she is authorized to enter Into this agreement by the law firm.
4,2 Nwana ement of tIm a ers
ATTORNEY EY is responsible for managing the matter cost-effectively and competently,e,&,by insuring
that additional timrmerkeepers are competent, properly supervised,efficient, and in compliance with
the terms of this Agreement as wrvell as with ethical obligations,
r
RAIN w i 4 F FTNII aN BN.N aTN mIN a t N7't7TFIIN 'Na1 t NNFI Mi T F INVT'FRE _BEFORE
iNNNTNa"N`llNi FN�RFFN�N"TaTNev1'NwN
ATTORNEY EY has conducted!:a thorough investigation and determined that neither ATTORNEY nor his or her
form has any ethical im ipedimemnt,real or(potential,including but not limited to conflicts of Interest,to
representing COUNTY,"Tan 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 Y believes he or she has taken all steps necessary to avoid the Impediment and
regardless of whether ATTORNEY believes that the impediment is insubstantial or questionable),make full
disclosure of the situation to COUNTY,obtain COUNTY express,written,consent to continue the
representation of the other client,and take all steps requested by COUNTY to avoid or mitigate the
impediment,,ATTORNEY understands that,if a direct or indirect conflict of interest arises which,in the
opinion of the COUNTY,cannot be avoided or mitigated under the Rules of Professional Conduct of The
Florida Bar,COUNTY may,in its discretion,('a)obtain reimbursement from ATTORNEY NFY for all fees and
expenses paid to ATTORNEY in this matter;(b)obtain cancellation of'all amounts allegeciy owed by
COUNTY to ATTORNEY;and(c)obtain reimbursement for consequential expenses incurred by COUNTY,
including the cost of replacement counsel.
B, PAY FNNT Tel ATT TWI ,,
ATTORNEY shall)submit.to COUNTY invoices with supporting,documentation acceptable to the Clerk
on a,schedule as set forth in the contract, acceptability to the Clerk is based on generally accepted
accounting principles and such laws,,,rules and regulations as may govern the Clerk's disbursal of
funds~
B.t. ATTt_RN IFY Tee W'iourl
ATTORNEY wswilll be paid for his or her services based on the number of hours expended on behalf of
COUNTY(rounded to the nearest tenth hour for each time entry),not to include time(billable to or
compensated by other clients, multiplied by the ATTORNEYS hourly rate.The following minimum
billing documentation and time-keeper requirements are a condition precedent to payment by the
COUNTY..
b. . Nwl n-b`ll h lime
ATTORNEY will bill CCNUNTY onily for time reasonably and necessarily incurred to render professional'
services on COU:NTY' behalf in accordance with this Agreement,"Time attributable to biding questions
Is not billable.Time expended by tlrne-keepers who have not been approved by COU INTY is also not
billable.
6.3. Hourly Rates,and Changes to hourly rates
Hiourly rates for ATi T RNEY'and additiional Timekeepers will be set at:
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1
r
1
Approved Time(Keepers:
Name: Hmirlu At te;
Robert Scheffel Wright $200.00
Tay LaVia $200.00
ATTORNEY will charge no more than the hourly rate quoted above throughout the
duration of the maitter, unless otherwise agreed in writing and approved)by COUNTY in the same
manner as Agreement.
A, Disc()unts to other Clients
The rate ATTORNEY will charge N UNw4TY'represent the lowest rate charged by the same time-
keepers to other clients® In the event that lower rates or discounts are provided to other clients,
ATTORNEY and aipproved time-keepers will also provide them,on the same basis to COUNTY.
6. ,Time kegs.
As used in thiis Ag,reement,the term "time keeper" shall include ATTORNEY and otherATTORNEYS and
individuals identified in paragraph 6.3 of this Agreement who will be(providing services under this
Agreement and who will bill the COUNTY for their services in accordance with this Agreement.
, . Duplication of ffort
Unless,advance COUNTY approval is obtained,ATTORNEY EY will not have more than one time-keeper
bill for court appearances,attendance at depositions and meetings, including meetings with COUNTY
representatives,and Internal conferences. In the event that more than one person attends,only the
time of the person with the lowest rate will be billable.ATTORNEY is not permitted to use this matter
to provide on the job training for a time-k p r,and bill for that time-keeper's services,without
COUNTYS advance approval..
o„ . .lime-keeve r changes
Time-keepers approved bythe COUNTY are listed in paragraph g3 of this Agreement,and may be
arnended from time to time,upon mutual agreement of the COUNTY and the ATTORNEY,to evidence the
then-current circumstances..Additional time-keepers may,not be added to the matter without advance
written approval from COUNTY.In the event that additional time-keepers providing services which are to be
billed to COUNTY are to be added to the staff,then their hourly rates shall be provided to COUNTY in
advance,and,upon written approval by the COUNTY,their rates and billing (practices shall comply with the
requirements of this Agreement.CO,UN'wNT"Y expects to receive discounts or other concessions so that
any'increases or changes in time-)keepers will not result in unnecessary or unreasonable charges to
COUNTY, e.g.,for training, internal conferences,and management.
, . Existine work,oroduct
To the extent the ATTORNEY makes use of existing work product,e.g.,In the form of research
previously performed for another client,then ATTORNEY shall bill only that time upended 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,ANQ EXEENS_ES
ATTORNEY shall comply with,the following requirements as to billing fees and expenses as a condition
precedent to COUNTY'S COUNTY' obligation to pay each bill:
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r '
7.1w Tw,wl'onthulll
Finless otherwise agreed in a writing,signed s by the COUNTY, bills shall be Issued monthly by
I ATTORNEY within fifteen ( 5)days after the close of each month.ATTORNEY understands that
COUNTY requires prompt bills In parr,to facilitate effective management of the representation and!,
fees.
7.7. Rill format
ATTORNEY shall provide detailed, itemized bsillls which shall„ at;a minimum:
7. .1 Description
icon
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 ing
performed (e.g. Richard Roe v.Monroe County—EEC!Claim);as 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'
Clearly idlentifV each timekeeper performing services in conjunction with each entry.Clearly identify
all persons who are not full-time lawyers employed by the ATTORNEYS 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
Record the time expended by each time-keeper separately. In those situations where the minimum
billing increment exceeds the actual time spent on a task and several of these"minor"tasks are
performed,it is expected that the services will be aggregated until)the total actual time spent meets
the minimum billing Increment.
7, A"Totals and By Task
State the amount of time upended by each time-keeper broken down for each task.
7. .5 Summa of Rate
In a summary at the beginning or lend of the bill,provide the current hourly rate for each time-keeper,
the totail time billed by each time-keeper in that bill,the product of the total time and hourly rate for
each time-keeper,the total fees charged,and are reconciliation,between the amount charged and any
applicable estimated or budgeted amsount, by task, In addition,each monthly statement should showy
the aggregate billing for that matter from the commencement of the smatter through the currently-
billed l month,.
73. 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 is provided for your convenience as
Exhibit"A")and promptly Itemized in ATTORNEYS monthly bill,
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" . .1 Reimbursable expenses
Actual cost for necessary long distance telephone calls,telecoptring at .7 1 per outgoing page,
overnight or expedited delivery,couriers,photocopying at$,.15 per page,postage,court fees,andl
other expenses approved in advance by COUNTY or as listed below;.
7, ,11. Expedited or eme en 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, TTORNEy"5 failure to manage the matter efficiently.
7'.3.1,.2. om uterized research
ATTORNEY is expected to use computerized) research services cost-effectively to reduce time spent on
research,for example,while closely-monitoring computerized research to insure thait the charges are
reasonable and necessary,ATTORNEY is,expected to pass through to COUNTY any discounts,or other
arrangements that reduce the cost of computerized services,
7. ,1„ , Photocopyin
ATTORNEY is encouraged)to use outside copying services to reduce the coast 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.
7. .1,4, Transcri is
i 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 alllow COUNTY to
maintain a digital electronic/computerized database of all transcripts„
7. .1.5 Trgygl EXpgnLeS
Travel)expenses within the AvTTORNEy,S local area, defined as a radius of 5O miles from the
timekeepers office,will not be reimbursed and time in transit is not billable.
Travel expenses outside the local airea may only be reimbursed if the travel was approved in advance
by COUNTY. Reimbursable travel expenses,if approved In advance,are the cost of transportation by
the least expensive practicable means(e.g.,coach class air travel),the cost of reasonable hotel
accommodations,and the cost of transportation while out of town(e.g., by cab or rental car,
01,
whichever seems reasonable,at the lowest available rate)."Travel expenses will be reimbursed in
accordance with the applicable provisions of Florida ta,tuate 112,321 and of the Monroe County Code
for"approved travelers"and shall l be summarized on the Monroe County Travel Form by ATTORNEY
with all applicable receipts attached thereto,
7.3.1,E Travel Time
Time spent in transit outside Attorney's local area may be billed only H A,TTORNEY or time-keeper is
unable to avoid traveling by using other forms of communication or it is determined by the County
that travel is in the ounty's best interest,Travel by more than one time-keeper at the same time to
the same destination is not allowed without approval from COUNTY.Air Travel will be reimbursed
when the Invoice contains a boarding pass.Travel by taxi to and from the airport shall be reimbursed
upon providing proof of payment.Larking at the airport will be paid upon providing proof of payment,
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Approved!travel time during normal business hours,defined week-days from 8: 0 a m,to :N NE p.m.,
will be billed at the hourly rate listed for the time-keeper in paragraph 6.3 of this Agreement.
Approved travel time outside of normal business hours will be billled atone-half the hourly rate listed
for the timekeeper in paragraph g.3 of this Agreement,
7. . . ion-reimbursablile expCn§g§
The following expenses will in no event be reimbursablle without prior written approval by County
Attorney and approval by the Board of County Commissioners:
7.3.2.1.personal an ff" ,e Costs
Meal:s for time®keepers not related to travel,overtime,word processing or computer charges,
personal expenses,expenses that benefited other clients,expenses for books,costs of temporary
employees, periodicals or other llibrary 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 thisAgreement.),
7.3.2.2. I x arts con ants su o servic s outsourced service etc.
ATTORNEY is not authorized to retain experts,additional counsel,consultants,support services,or the
like,or to out source or delegate work outside ATlORNIIN Y"S law firm,without priorwvritten approval
by County Attorney and approval by the Board of County Commissioners.If agreed to 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 waiting,ATTORNEY RNwtlfY 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.E Temporary Staffing
ATTORNEY will not bill COUNTY forthe time and expenses of temporary employees,including so-
cailled "fiemps"or contract ATTORNEYS or other staff from outside companies, nor"outsource or
delegate work, nor charge for summer associates, law clerks,or student clerks, (collectively
"temporary staff'even if not temporarily employed)without full advance disclosure of the
employee's temporary or short-term status to COUNTY, Including,dlisclosure of the actual amount paid
or to be paid to the individual, Unliess COUNTY expressly agrees in writing to paying additionail
amounts after full disclosure by ATTORNEY,EY,ATTORNEY may not charge COUNwNTYY more than the actual
cost paid by ATTORNEY,
Y,
7.3.2.4, Exjpen es not pAasjsLcetdd throe h at a al cosh
COUNTY will not pay any markup for expenses. COUNTY will:only reimburse the ATTORNEY for their
actual approved out-of-pocket costs and expenises,whether incurred personally by an approved time-
keeper or incurred by other,approved personnel(such as experts,consultants,support services
personnel,or outsourced services personnel).
7. .2.5. overhead not charged to wCognly
COUNTY Y will l not pay for any'"'expense" items that are in fact part of AT ORN+NtY"S overhead which,
should be included within ATTORNEYS fee,the determination of which expenses fall into this
category are strictly within the discretion of the COUNTY.
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7, 3,Advanlce mroval of expenses
In addition to the items noted above,ATTORNEY shall obtain advance approval from COUNTY before
incurring any expense in excess of$1,0001.00 if ATTORNEY expects to be reimbursed for that expense.
COUNTY may refuse to pay,any expense for which advance approval was not obtained by ATTORNEY.
7.3.4,Co ies of r cei is for ex eases
ATTORNEY shalll 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, . . 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 ainiy fees or expenses not billed within wt
days of termination of the representation.ATTORNEY is also expected to cooperate promptly with all
aspects of termination land, if applicable,transition to other counsel. Payment for fees and expenses Is
contingent upon prompt,full cooperation.
7A, Bill and ex ens documentation
ATTORNEY Y 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'COUNTY'S designated representative,including an accountant,the County Clerk or,
County Clerk's representative,or legal bill auditor) upon COUNTY'COUNTY'S written,request.ATTORNEY agrees
to cooperate with any examination of this documentation and ATTORNEYS fees and expenses,e.R,, by
responding promptly and completely to any questions COUNTY or its designated representative imay
have.ATTORNEY shall notify COUNTY in writing,at least 60 days in advance of destroying any such �
records and,in the event that COUNTY requests that they be preserved,shall preserve them at least
one additional year or,at the option of the COUNTY,delivered to the COUNTY for storage by the
COUNTY,with COUNTY responsible for paying the actual cost of storage.This documentation shall
Include,for example,original time records,expense receipts,and documentation supporting the
amount charged by ATTORNEY for expense items generated by ATTORNEY or his or her firm,COUNTY'
reserves the right not to pay any fee or expense item for which sufficient documentation or expense
item for which sufficient documentation is not avaiilable to determine whether the item was necessary
and reasonable.
& PAYMIE NT TERMS
ATTORNEY'S request for payments and reimbursements may be made in either the ATTORNEYS name
or the name of the ATTORNEY' law firm,as appropriate.ATTORNEY bills complying with this
Agreement are due and payable according to the Prompt payment Act.If the bill materially fails to I
comply with this requirements of this Agreement,then it is not due and payable until its deficiencies
airs remedied by ATTORNEY.
i
9. ATT 1 AfNAGEM NNT 1
COUNTY willl expect that all communications between ATTORNEY,and additional time keepers,and 1
Cu UNNTY will be reviewed by ATTORNEY and that ATTORNEY will serve as the point of contact for this
matter, including,billing questions.
91,Case monitorin
COUINTY will be advised promptly by ATTORNEY"Y of all significant facts and developments in the matter
so that COUNTY may manage the matter effectively and make informed decisions about strategy,
tactics,settlement, scheduling,costs,and other related!matters.ICOUNTY wwwilll promptly receive from!.
1
ATTORNEY copies of all orders,opinions, pleadings, briefs,memlloranda!(internal and external),
correspondence,and any other document maternal to the subject matter of this Agreement,such that
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I
the COUNTY will have a current, up-to-date, "mirror"copy of the OU TY'S file maiintained by
ATTORNEY, For discovery materials or exhNblts 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.
q. .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.
. .ATTORNEY cooperation
ATTORNEY will cooperate with COUNTY or COUNTYS representatives to promptly provide all.
information COUNTY requests or,needs about the subject matter of this Agreement and ATTDRNNEY"S
bills and handlling of the matter..
,4,COUNTY cooperation
ATTORNEY should consult with COUNTY about all opportunities for COUNTY to sane money or,make
use of COUNTYS expertise to assist In,e.g.,responding to discovery,preparing,for trial, locating
experts,and the lip ke.COUNTY may ailso have personnel and facilities available to reduce the expenses
related to the subject matter of this Agreement.
10. DNNFNDENNTNA lTY ANND.-PUBLIC RELATIONS
ATTORNEY is not authorized to waive or release any privilege or other protection of information—
confidential,secret,or otherwise—obtained from or on behalf of COUNTY,ATTORNEY Is to keep all
confidential,privileged,or secret Information confidential.ThIs requirement is perpetual,.Le,,It will
continue even after the termination of the relationship and this Agreement,
10,1 Rroh1bggM1on a ain t use of inform t"
This requirement is also intended to prolhilbit ATTN RI IEY'from using information obtained)from or on
behalf of COUNTY,including work product prepared at OUNNTY'S expense,for other client°s of
ATTORNEY or his or Iher firm,without COUNTYS advance written,approval.
10.2 No use of County for markgtir1g,purposes
ATTORNEY is not authorized to identify COUNTY as a COUNTY,e.g„for purposes of marketing or
advertising,without COUNTYS prior approval.
1L OWNERSHIP OF A NNNY FILES AND 'VTR LRODUCT'
ATTORNEY understands that all files and work product prepared by ATTORNEY or his or her firm at the
expense of COUNTY(or for which COUNTY is otherwise billed)is the property of COUNTY.Without
UNNTY'S prior written approval,this work product may not be used by ATTORNEY or his or her firm
nor disclosed by ATTORNEY or his or her firm to others, except in the normal course of ATTRNNEY'S
representation of COUNTY in this matter.ATTORNEY agrees that COUNTY owns all rights, including
copyrights,to materials prepared by COUNTY or by ATTORNEY on behalf of COUNTY.ATTORNEY shall
notify,COUNTY In writing at least 60 days in advance of destroying any such records and, In the event
that COUNTY requests that they be preserved,shall preserve them at least one additional year Jwwlth
COUNTY responsible for paying the actual cost of storage).ATTORNEY shall provide COUNTY with
prompt access to(Including the ability to make coples of)all ATTORNEY files and work product,
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regardless of whether the representation or matter,is ongoing and whether ATTORNEY fees and
expenses have been paid in full,
ME
ATTORNEY and COUNTY agree that if a dispute arises between them that neither shall be rewired to
enter into any arbitration proceedings related to this Agreement
12. . Disputes reizardin rn fees or ex eras s
ATTORNEY and COUNTY agree that all disputes regarding ATTORNEY" 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,
121. T i a es re rdln Inter rotation
COUNTY and ATTORNEY agree that all disputes and disagreements between,there regarding
Interpretation of the Agreement shall be attempted to be resolved!by a meet and confer session
between representatives of CO,UNTY and ATT TRNEY� 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.
TI .R Le al or Administrative pLocedures
In the event any administrative or legal proceeding is Instituted against either the COUNTY or
ATTORNEY relating to the formation, execution, performance, or Ibreach of this Agreement., the
UNITY 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 substaince of this
Agreement; Institution of any administrative or legal proceeding shall constitute Immediate
term,lination of this Agreement, ATTORNEY agrees to forward copies of all documents in his or her
possession related to the matter which is the subject of this Agreement to 1LJNTY at the time of filing,
any administrative or legal proceeding,
12.4 ATTORNEY'ATTORNEY'S Fees and Costs,
In the event any adiministrative proceeding or cause of action is Initiated or,defended by theCOUNTY'
or ATTORNEY relative to the enforcement or interpretation of this Agreement,the prevailing party
shaill be entitled to an award of reasonable ATTORNEYS fees,and court costs,as an award against the
non-preval�ling party, and shall include reasonable ATTORNEY'ATTORNEY'S fees,and court costs in appellate
proceedings,
Mediation proceedings Initiated and conducted pursuant to this Agreement or as may be rewired by
a court of competent jurisdiction shall be conducted in accordance with the Florida Rules of Civil
Procedure and the usual and customary procedures re !Mired by the circuit court of Monroe County
and shall take place in Monroe County.
tR'. ITIE RE UIRETwVE
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 mall, returned recelpt requested!" to the
following-
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FOR COUNTY
County Administrator and County Attorney
500 Whitehead Street PO Box 1026
Key West, FL. 33041 Key West, FL 33040
Telephone 305/292-34710
Facsimile 305/292-3516
FOR ATTORNEY
Gardner, Bist,Wiener,Wadsworth, Bowden,Bush, Dee, LaVia,&Wright, P.A.
1300 Thomaswood Drive
Tallahassee, Florida 323018
Telephone 850/385-0070
Facsimile 850/385-5416
14, GOVER,N-I'NGLAW AND VENIUE
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 M^ onroe County,Florida,
15. ENTIRE AGREEMEN
The entire agreement between the COUNTY and ATTORNEY with respect to the Subject matter hereof
is contained In this Agreement. This Agreement supersedes all prior oral and:written proposals and
communications between the COUNTY and ATTORNEY related to this Agreement. No provision of this
Agreement shall be deemed waived,amended or modified by either party unless such waiver,
amendment or modification,is in writing and signed by the party against whom the waiver'
amendment or modlification is claimed,This Agreement shall be binding upon and Inure to the benefit
of the parties hereto,their permitted successors and assigns,
16. FLORIDA GiMMISIMENT-IN-THE-SUNSHINE LAW
ATTORNEY agrees that, unless specifically exempted!,or excepted by Florida llaw,the provisions of
Chapter 120, Florida,Statutes,generally require full and public discussion of matters to be voted upon
by the Board of County Commissioners.ATTORNEY agrees to consult with the COUNTY ATTORNEYS
office concerning the application of the Sunshine ILaw from time to time concerning specific
circumstances that may arise during the term of this Agreement.
17.
ATTORNEY agrees that, unless specifically exempted or excepted by Florida law or Rules and
Regulations of The Florida Bar,the provisions of Chapter 119, Florida Statutes, generally require public
access to all records and documents which may be made or received under this,Agreement.
ATTORNEY agrees to consult with the County Attorneys office concerning the application of the Public
Records Law from time,to time concerning specific circumstances that may arise during the term of
this Agreement,
18. NO ASSIGNMENTS
ATTORNEY shall not assign or subcontract its obligations under this,ag,reemient,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 imposes any additional obligation
upon the Boards.
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1
I
Either of the parties hereto may terminate this contract without cause by giving, the other party
fifteen(t )business days written notice of its intention to,do so.
19,1 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 his
or her possession of any nature whatsoever related)to the. ATTORNEYS representation of CCNIJN"+rTYY'or
obtained due to ATTORNEYS representation of COUNTY.
19.2 Restriction on Communications
ATTORNEY agrees not to,communicate with the public,including the press,about COUNTY or about
this matter„
20. SEVERABIILlTY
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 passible to the intent of the stricken provision.
L CAPTIONS
The captions set forth herein are for convenience of reference only and shall not define, modify,or
limit any of the terms hereof.
. i GAL OBLIGATIONS AND RESPONSIBILITIES; NOIN-DELEGATION OF CONSTITUTIONAL OR
This Agreement Is not intended to relieve, nor shall It be construed as relleving,either the COUNTY oir
ATTORNEY from any obligation or responsibility Imposed upon each by taw 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 responsiblllty. Further this Agreement.Is not intended to authorize,
nor shall it be construed as authorizing„ the,delegation of the constitutional or statutory dutles of the
COUNTY,except to the extent permitted by the Florida Constitution,state statutes,case law,and,.
specifically, the provisions of Chapter 1251, Florida,Statutes.
ATTORNEY shall maintain all books, records,and documents directly pertinent to performance under
this Agreement, including the documents referred to in this Agreement,in accordance with generally
accepted accounting principles, consistently applied, Upon ten 10) business days written notice to
the other,representatives of either the COUNTY or ATTORNEY shall have 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 are necessary to document the
performance of the agreement and expenses as Incurred,and give access to these records at the
request of the COUNTY,the State of Florida or authorized agents and representatives of said
government bod'lles. It is the responsibility of ATTORNEY to maintaiin appropriate records to Insure a
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proper accounting of all collections and remittances.ATTORNEY shall be responsible for repayment of
any and all audit exceptions which are identified by the auditor General for the State of Florida,the
Clierk of Court for Monroe County,the Board of County Commissioners for Monroe County,or their
agents and representatives.
24 IC ACCESS
The COUNTY'and!ATTORNEY shall allow and permit reasonable access, to and Inspection of,all
documents, papers, letters,or other materials subject to the Florida Public Records Law,as provided
in Chapter 119, Florida Statutes,and made or received by the them, unless specifically exempted by
State Staitute, Rules,and Regulations of The Florida Bar,or case law.COUNTY shall have the right to
cancel this agreement upon violation of this provision by ATTORNEY.
2& MONROE CQUNTY CODE ETHIC5 PROVISION
ATTORNEY warrants that he or she has not employed,retained or otherwise had act on his behalf any
former COUNTY officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any
COUNTY officer or employee in violation of Section 3 of Ordinance No, 10 1 C.For breach or
violation of this provision the COUNTY may,at its discretion,terminate this Agreement without
liability and may also,at its discretion,deduct from the sums owed under the Agreement,,or
otherwise recover,the full amount of any fee,commission,percentage,gift,or consideration paid to
the former or present COUNTY officer or employee.COUNTY employees and officers are required to
comply with the standards of conduct delineated!in Section 112.313, Florida Statutes, regarding, but
not limited to,solicitation or acceptance of Rifts,doing business with one®s agency,unauthorized
compensation,and misuse of public position,conflicting employment or contractual relationship,and
disclosure of certain information.
26. PUBLIC ENTITY CRIME STATEMENT
Florida law provides that person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime im,ay not submit a,bid on an agreement to provide any
goods or services to a public entity,may not submit a bid on a agreement with a,public entity for the
construction or repair of a public building or public work, may not submit bids on leases of real
property to public entity,may not be awarded or perform work as a contractor,supplier,sub
contractor,or consultant under a agreement with any public entity,and may not transact business
with any public entity in excess of the threshold amount provided in Section 287.0117,for CATEGORY
TWO for a: period of thirty-six(361,months from the date of being placed on the convicted vendor list.
ATTORNEY warrants the neither ATTORNEY nor any aiuthoriz�ed time keeper has been named to the
convicted vendor list.
27. ANTI-KICK
ATTORNEY warrants that no person has been employed or retained to solicit or secure this
Agreement upon any contract or understanding for a commission, percentage, brokerage or
contingent fee,and that no employee,or officer of the COUNTY has,any,interest,financially or
otherwise,in this Agreement,except as expressly stated herein. For breach or violation of this
warranty,the COUNTY shall have the right to annul this agreement without liability or, In its
discretion,to deduct any sums to be paid by COUNTY under this Agreement,or otherwise recover,the
full amount of such commission, percentage, brokerage or contingent fee.
2& MO�DIFLCATIONS AND.,AMENPMENTS
This,Agreement may not be modified In any way without the express,written consent of both
parties.Any and all modifications and Amendments of the terms of this Agreement shall be in writing
and executed by the Board of County Commissioners for Monroe County and by ATTORNEY in the
same manner as this Agreement.
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29. INDEPENDENT CONTRACTOR
At all times aind for all purposes hereunder,ATTORNEY is an independent contractor and not an
employee of the Board of County Commissioners of Monroe County. No,statement contained in this
Agreement shall be construed so,as to find ATTORNEY or any of the authorized time keepers,to be
the employees of the Hoard of County Commissioners of Mionroe County,and they shall be entitled to
none of the rights, privileges or benefits of employees of Monroe County,,
30. COMPLIANCE WITH LAW'
In carrying out ATTORNEYS obligations under this agreement,ATTORNEY shall abide by all Federal
and State statutes,ordinances,rules and regulations pertaining to or regulating the provisions of this
Agreement, including those niow 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.
M. 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,aill required licenses
and permits whether federal,state,County or City.
32. NOWRELIANCE BY N
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 thirld-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 shiaill have the authority,to inform,counsel,
or otherwise Indicate that any particular Individual air group of Individuals,entity or entities,have
entitlements or benefits under this Agreement separate aind apart, Inferior to,or superior to the
community In general or for the purposes,contemplated under this Agreement,
31 A—LTESTATIONIS
ATTORNEY agrees to execute such documents,as the COUNTY may reasonable require,including a
D,rug-Free Workplace Statement,ands a Public Entity Crime Statement,
34. CO UN AUTHORITY
This,Agreement has been duly noticed at a legally held public meeting conducted in Monroe County,
Florida,COUNTYS performance and obligation to pay under this conitract,is contingent upon annual
appropriation by the Board!of County Commissioners,
35. HOLD HARMLESS AND INSURANCE
Prior to execution of this agreement,ATTORNEY shall furnish COUNTY Certificates of insurance
Indicating,the minimum professional liability coverage for ATTORNEY and additional time-keepers in
the amount of$2,000,,000.00 per claim,$4,000,000.00 aggregate,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,
36. NO PERSONAL LIABILITY
No covenant or obligation contained in this Agreement shall,be deemed to be a covenant or obligation
r
of any,member,officer,agent or employee of the Board of County Commissioners of Monirce County
in his or her individual capacity and no member, officer, agent or employee of the Board of County
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Commissioners of Monroe County shall)be liable personalily on,this Agreement or be subject to any
personal liability or accountability by reason of the execution of this Agreement,
37. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be regarded as
an original, all,of whiich taken together shall constitute one and the same instrument and the COUNTY
and ATTORNEY may execute this Agreement by signing any such counterpart,
THIS AGREEMENT will become effective when executed by both the ATTORNEY and executed
by the Board of County Commissioners of Monroe County, Florida.
Board of County Commissioners
Of Monroe County
Attest:
)rk �� ��"�
jDanny L.Kohlago, er ))ee�
1111 " "I - b" CC
David RU, oar
BVI.- Date: -4�'!51 z;-V
............014l:W "Clerk
WZIess to ATTOTNEY, ATTORN
SJ aitur�e�n Signatu
JU
print Name Print Name
Address: /30Q j)6)1-0a54
DATE: /.2
DATE.—
MONROE C(.)(JNTY AIJORNEY
AP ()VE G, ' 1'0 FORMV
AS
�AT�LEENE- w ;�SSEL
ASSASTANI CouNTY NtTOANEY
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