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01/15/2025 Agreement GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: January 17, 2025 TO: Bob Shillinger County Attorney FROM: Liz Yongue, Deputy Clerk SUBJECT: January 15, 2025 BOCC Meeting The following item has been executed and added to the record: Q11 Agreement for legal services with the law firm of Weiss Serota Helfman Cole & Bierman, P.L. for on call assistance with labor and employment law issues, investigations and related matters effective 1/3/25. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 3rd day of January 2025, by and between MONROE COUNTY, hereinafter referred to as Client, and WEISS SEROTA HELFMAN COLE & BIERMAN, P.L., hereinafter referred to as Firm. WHEREAS, the Client requires certain professional legal services; and, WHEREAS, the Firm represents that it is capable of providing such Services: NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: ARTICLE 1 - EFFECTIVE DATE AND TERM The effective date of this Agreement shall be January 3rd, 2025. The Agreement shall continue in full force and effect until terminated either by the Firm or by the Client. Monroe County's obligation to pay is contingent upon annual appropriation by the Monroe County Board of County Commissioners. ARTICLE 2 -SERVICE TO BE PERFORMED The Firm shall provide advice and legal representation with regard to the following matters or category of matters as requested by Monroe County and subject to the prior approval of the Firm: 1. Advice and representation regarding labor and employment matters, including investigations of same; and 2. Any other matter requested in writing by the County Attorney and agreed to in writing by the Firm. The Firm has conducted a thorough investigation and determined that neither the Firm nor its attorneys has any ethical impediment, real or potential, to representing the County. If any such impediment arises, the Firm shall immediately take steps required by Florida Bar rules to resolve the conflict or withdraw from representation. If a conflict of interest arises that cannot be avoided or mitigated under the Rules of Professional Conduct of the Florida Bar, the County may, in its discretion, (a) obtain reimbursement from the Firm for all fees and costs paid to the Firm in this matter; and (b) obtain cancellation of all further amounts allegedly owed by the County to the Firm. The Client recognizes, however, that the Firm is a large law firm and represents many other entities and individuals who may be or are adverse to the Client since the Client, as a governmental entity, regulates and/or in the further may regulate, other Firm clients. The Firm's representation of the Client in the Subject Matter is possible only if the Client agrees to a present and future waiver of conflicts. Thus, during and after the time we are representing the Client, the Client agrees that we may also represent other present and future clients in matters adverse to the Client that are not directly related to the Subject Matter. Based on the foregoing, the Client agrees that our representation of it in the Subject Matter will not disqualify the Firm from opposing it in other matters that are unrelated to the Subject Matter of this representation. The Client hereby agrees, consents, and waives any conflict of interest arising out of our continued and future representation of Firm clients adverse to the Client in any other matter that is unrelated to the Subject Matter, including but not limited to permitting, enforcement, transactional, litigation, and any other matter which involves the Client's exercise of its authority as a governmental entity. The Firm agrees, however, not to use any privileged, proprietary or other confidential information 1 of a nonpublic (i.e., not subject to disclosure pursuant to Chapter 119, Florida Statutes) nature concerning the Client acquired by the Firm as a result of our representation of the Client in this representation in connection with any litigation or other matter in which we are opposed to the Client. ARTICLE 3 - COMPENSATION FEES: The following are approved time-keepers and their hourly rates: John J. Quick, Shareholder $375 Alison F. Smith, Shareholder $375 In addition to the above, other shareholders, associates, of counsel, and paralegals may be assigned by the Firm to work on Monroe County matters at the hourly rates of $375 (shareholders), $300 (associates), and $200 (paralegals), respectively. The initial time-keepers approved by the County are listed above. This list of time-keepers may be amended from time to time (including for the addition or deletion of names, or promotion of a time-keeper from Associate to Shareholder) upon the prior written approval of the Monroe County Attorney. In the event that time-keepers are added, their billing rates shall be shown above, as may be amended from time to time. COSTS: 1. Travel expenses will be reimbursed in accordance with and at the rate set forth in the applicable provisions for "approved travelers" in the Monroe County Code, and will be summarized on the Monroe County Travel Form with all applicable receipts attached. 2. Other reimbursable expenses will include court filing fees and costs, witness fees (including experts and consultants) and court reporter fees. 3. All other costs will be non-reimbursable, including but not limited to postage (including overnight mail), photocopies, facsimiles, telephone charges, courier charges, and computerized research. RETAINER An Advance Fee will not be required. BILLING All invoices shall be sent to the Client on a monthly basis. All invoices shall be paid in accordance with Florida Local Government Prompt Payment Act unless there are disputed charges. All billing shall be done in .10 hour increments. Each invoice will list the names of the attorneys or paralegals working on each matter and the amount of time expended on the matter by each attorney or paralegal, on a daily basis, with a short description of the work performed for that billing entry. Each invoice will be submitted with supporting documentation in a form acceptable to the Clerk of Courts, based on generally accepted accounting principles, and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 2 The Client will receive early and frequent evaluation of all cases. If the client is not likely to prevail in litigation, in the Firm's reasonable estimation, the Client will be advised in order to minimize litigation costs, and settle the case. Unless and until ratified by the County Commission, the County's liability for work billed under this Agreement shall be capped at no more than $49,999.99. ARTICLE 4 -STANDARD OF CARE The Firm shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by Attorneys under similar circumstances and the Firm shall, at no additional cost to the Client, re-perform services which fail to satisfy the foregoing standard of care. ARTICLE 5 - COMPLIANCE WITH LAWS In performance of the Services, the Firm will comply with applicable regulatory requirements including federal, state, and local laws, rules regulations, orders, codes, criteria and standards. ARTICLE 6 - INSURANCE During the performance of the Services under this Agreement, the Firm shall maintain Professional Liability Insurance, which shall be written by an insurance company authorized to do business in Florida. This insurance shall provide coverage against such liability resulting from this Contract. The minimum limits of coverage shall be $1,000,000 per claim and $2,000,000 aggregate. Certificates of insurance showing coverage in the amounts shown above is in force shall be submitted at the time of initial execution of the Agreement by both parties. The Firm shall maintain coverage in force at all times. Thereafter, the Firm shall supply new certificates of insurance, showing coverage in force, whenever the policy lapses or is replaced by another policy. ARTICLE 7 — MODIFICATION and TERMINATION OF AGREEMENT Any modification to this Agreement requires the express written consent of both parties. Client shall have the right to terminate this Agreement or suspend performance thereof without cause for the Client's convenience upon written notice to the Firm, and the Firm shall have the right to terminate or suspend performance of Services upon written notice to the Client and upon terms consistent with the Rules Regulating the Florida Bar and the State and Federal Rules of Civil Procedure. ARTICLE 8 - UNCONTROLLABLE FORCES Neither the Client nor the Firm shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions (unless such governmental action is the nonpayment of legal fees). Neither party shall, however, be excused from performance if nonperformance is due to forces which are preventable, removable, or remediable and which the non-performing party could have, 3 with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 9—DISPUTE RESOLUTION This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The prevailing party in any proceeding to resolve a dispute under this Agreement shall be entitled to recover reasonable expenses, including attorney's fees and costs. ARTICLE 10— NOTICE Any notice required to be given under this Agreement shall be in writing and delivered by certified mail, return receipt requested, to the other party as follows: For Monroe County: For the Firm: Monroe County Attorney John J. Quick 1111 121h St. Suite 408 2800 Ponce de Leon Blvd., Suite 1200 Key West, FL 33040 Coral Gables, FL 33134 Tel.: (305) 292-3470 Tel.: (305) 854-0800 Fax: (305) 292-3516 Fax: (305) 854-2323 ARTICLE 11 — ETHICS CLAUSE The Firm warrants that it has not employed, retained or otherwise had acts on its behalf any former Monroe County Code officer or employee in violation of Section 2 of Ordinance 10-1990 or any current County officer or employee in violation of Section 3 of Monroe County Ordinance 20-1990. For breach or violation of this provision, the County may, at its discretion, terminate this Agreement without liability and may also deduct from the amount owed the full amount of any fee, commission, percentage, gift or consideration paid to the former or present County officer or employee. ARTICLE 12—GOVERNING LAW This Agreement shall be governed and construed by and in accordance with the laws of the State of Florida. ARTICLE 13— RECORDS The Firm shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. If an auditor employed by the County or the Clerk of Courts determines that monies paid to the Firm were spent for purposes not authorized by this Agreement, the Firm shall repay the monies together with interest calculated pursuant to Section 55.03, F.S., running from the date the monies were paid to the Firm. ARTICLE 14— FLORIDA PUBLIC RECORDS LAW Per F.S. 119.0701, the Firm shall: 1. Keep and maintain public records required by the public agency to perform the service. 4 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. A contractor who fails to provide public records to Monroe County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: BRIAN BRADLEY, C/O MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH ST., SUITE 408, KEY WEST FL 33040, braille - brian monroecoun ZffL _ov, (305) 292-3470. ARTICLE 15— MISCELLANEOUS A. F.S. 287.135: This contract is terminable at the option of the County if the firm is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel. B. Public Entity Crime Statement: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. C. The Affidavits in Addendum A to this Agreement are incorporated herein by reference. 5 • N:WITNESS:WH EREOF; the Client and the:Firm have.executed this Agreement as of:the:day: : : and year first above:written. . . • WEISS SEROTA HELFMAN. : .MONROE COUNTY: BOARD OF:COUNTY' . COLE&BIERMAN,P.L. . COMMISSIONERS ..Digitally signed by Robert B.Shillinger R e N D cn=Robertger,o=Monroe County BOCC,o SMonroe•County ' Attorney,email=shillinger- ' er. . gov;c-US ."-�bobmonroecounty fl. Date:2025.01.03 13:08:15-05'00' • Name: John J.Quick :Name:. Robert B.Shillinger : . • Title:. . Shareholder Title:. y A "�untttorney• . Date: .' ate:. . : . . - Pursuant to Section:'1 of Ordinance 003-2023,:the County Attorney has the authority'to retain : outside counsel including::execution of all.necessary documents, subject to ratification:o :'the : :Board. : • : . Ratified:by the Board of County Commissioners on • 15th day of anuary , :2025■ .. Attest: KEVIN MADOK,Clerk BOARD:OF.COUNTY COMMISSIONERS r'-:Asq,, : : : OF MONROE COUNTY, FLORIDA : : : 1::;c:--.';';''''''':'''':;-.._'-:-,-_-;-11:-:-..::::::;----:,-;'''''''',?',3;Z'N, ' : . : i 1 - : • : : i . . : . : ; iai:/,,,,a,„.;:;:'''f'41,\''''' ,,"''' ,--\''':"V\ . : : ' . S J 1-�� SFr'�i r S=}`� h r r�JT }� �` D. � - ,,1 r�, r h ,,,:::;;,,,,'\::.;?, ,,,:-.,,,fi, ,),, .0)(•)(V\iir : i .By:___A I : . : : . ". . -- r:":,"mac .a:,,. .. k'k'tegaittgii tyiClerk MayorY�w� ti AS D$,�. J : \'''''j,, ..n..34Z';,f1 .r:".A-:::::fl,,,e;',4. 1 . . . - . : 1 I , 1 : ' i : Mti 7,, f,ry Approved as to form.and:legal:suff ciency: . 14!-.14; 41($4,: . :' : :: : : .. - i . :: : . : : i • .: . : . H :: : . 7 :: • . : - • 1 : :' : : : • :' 1 '. 1 . yA y . r. �. � Cynthia L. Hall, Sr.Assustar�t Count� A#tome � : .-1,C.)::K;�.f--- : : 'yam ADDENDUM A AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES Entity/Vendor Name: Weiss Serota Helfman Cole + Bierman Vendor FEIN: 20-8112403 Sonja Chaves, COO Vendor's Authorized Representative: 1 (Name and Title) Address: 2800 Ponce de Leon Blvd, Suite 1200 City: Coral Gables State: Flonda Zip: 33134 Phone Number: 305.854.0800 Email Address: schaves wsh-law.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, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Certified By: _ Sonja Chaves who is authorized to sign on behalf of the above referenced company, ') r) Authorized Signatur "" °° °°. w Print Name: Sonja ave Title: Chief Operating Officer 7 FOREIGN E TITIES AFFIDA T F.S. 287.138 I, Sonja Chaves of the city of Coral Gables according to law on my oath, and under penalty of perjury, depose and say that: a. I am Chief O eratin Officer of the firm of Weiss 5erota Helfman Cole + Bierman ("Entity"), the bidder making the Proposal for the project described in the Request for Proposals for Legal Services and that I executed the said proposal 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.," (Signature) Date: ��°rk� 6 3 � �;°� � n ° STATE OF: �`�� � �� o a' COUNTY OF: L,I 'i 6�,��I notarization, and swo�� to or affirmed) before me, by co means by of p y p ( hislcal s� . ence or online i, �I� � � nt) m''He/She is personally known to or has produced (name of afflll p ty , of identification) as identification. o ,�bTAPY PUBLIC My Commission " press fir''•. MYAALEXISECHEMENDIA Notary Public•State of Florida may ` Commission#HH 519007 My Comm.Expires Apr 22,2028 Bonded through National Notary Assn. 8 WEISSER-01 MCLA ACORO"° CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `� 1 1/7/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Lauren McCann NAME: Gemini Risk Partners, LLC PHONE FAX 720 N.OId Woodward Avenue (A/C,No,Ext): (A/C,No): Suite 202 ADDRIESS:Imccann@geminiriskpartners.com Birmingham,MI 48009 INSURERS AFFORDING COVERAGE NAIC# INSURER AEndurance American Specialty Insurance Company 41718 INSURED Weiss Serota Helfman Cole& Bierman, P.L. INSURERB:ASCOT UNDERWRITING, INC. 24147 2800 Ponce de Leon Blvd INSURER 7 Suite 1200 INSURER D7 Coral Gables, FL 33134 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑ OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICYEl JJECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO t 'I BODILY INJURY Perperson) $ OWNED SCHEDULED *" AUTOS ONLY AUTOS tl BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY tDAMAGE $ AUTOS ONLY AUTOS ONLY r 1.7.25 -- ­�� $ UMBRELLA LIAB OCCUR W�"^Y�"dp I - ,—,, EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Lawyers Professional Liability N N LPN30008168603 6/24/2024 6/24/2025 $3MM p/o$5MM Each Claim $3MM p/o$5MM Aggregate B Lawyers Professional Liability N N LPPL2210000470-04 6/24/2024 6/24/2025 $2MM p/o$5MM Each Claim $2MM p/o$5MM Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Excess Professional Liability Allied World Surplus Lines Policy#0314-3178 $2,000,000 xs$5,000,000 6/24/24 to 6/24/25 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board of County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1111 12th Street,Suite 408 Key West, FL 33040- PRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. 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