Loading...
HomeMy WebLinkAboutItem P09 P9 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 April 16, 2025 Agenda Item Number: P9 2023-3932 BULK ITEM: Yes DEPARTMENT: County Attorney TIME APPROXIMATE: STAFF CONTACT: Pedro Mercado N/A AGENDA ITEM WORDING: Approval of a legal services agreement with Mechanik Nuccio Hearne & Webster P.A. ITEM BACKGROUND: In 2019, FDEP identified the Joe London Training Center as a possible site of PFAS/PFOS contamination and required that the county sample more extensively to identify(and eventually delineate the extent of the contamination. Over the next 4 years the county spent approximately $300k to fully delineate the extent of the contamination. Eventually FDEP agreed that the contamination plume was stable and that "Administrative Controls"would be adequate rather than remediation. Mechanik Nuccio Hearne & Webster P.A. is a law firm which will be preparing and implementing institutional and/or engineering controls for the Joe London Fire Training Academy pursuant to rules and general guidance promulgated by the Florida Department of Environmental Protection. The agreement attached as back up is a draft. Once a completed contract is executed, the back up will be revised. PREVIOUS RELEVANT BOCC ACTION: None INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval 2660 DOCUMENTATION: Mechanik Nuccio Hearne & Wester-Attorney Agreement April 2025.docx Mechanik Nuccio Hearne & Wester-Attorney Agreement April 2025 -Att. A.pdf FINANCIAL IMPACT: NTE $22,100.00 2661 AGREEMENT BETWEEN MONROE COUNTY AND MECHANIK NUCCIO HEARNE &WEBSTER, P.A. THIS AGREEMENT, made and entered into this day of April, 2024, by and between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, ("COUNTY"), a political subdivision of the State of Florida whose address is 1100 Simonton Street, Key West, Florida 33040, and MECHANIK NUCCIO HEARNE & WEBSTER, P.A. ("ATTORNEY") regarding the retention of ATTORNEY by COUNTY to provide legal advice and services. WHEREAS, it is in the public interest of COUNTY to have legal representation as set out below, and WHEREAS,the ATTORNEY has agreed to provide legal representation to the COUNTY as set forth herein and in Attachment A. NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties agree as follows: 1. THE CLIENT The Client is the COUNTY, acting by and through its duly elected and appointed officers and its employees. 2. THE ATTORNEY ATTORNEY is a Professional Association that is registered as a Florida Profit Corporation named above and whose legally authorized signature appears at the bottom of this Agreement. ATTORNEY is licensed to practice law in Florida. ATTORNEY has been retained for 'die ��Jn({ llfsIililHl(tl l r1tf(J Cf"11f....K I t cc)t 1Pc)1 (c)P 1, 1I J(t 1,otl ( otr � 2P I (11, tilt nij..... ��Jn(( tf �1 ...' ��Kr1(1�C11�' Ism Fr,7 il� .' 1`1c)K1(,k A ) ( ( 2KrMH'1�t0,Z'�1 k'Qlh Jffl , ii,KJHHJir]HI ;'`a, ("the Matter"). 3. TERM OF AGREEMENT This Agreement and representation by ATTORNEY is effective upon execution by ATTORNEY and acceptance and approval by COUNTY in accordance with COUNTY'S policies, ordinances, or governing statutes. The representation shall continue until terminated by either the COUNTY, or by the ATTORNEY in accordance with ethical requirements and/or the terms of this Agreement. 4. SCOPE OF THE WORK The COUNTY is engaging ATTORNEY to advise on the Matter and any other matters as approved by the County Attorney which are jointly agreed to in writing. 1 2662 4.1 Professional ability to perform work, appointment of contract manager 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 shall designate I rw , "-i crrtK e 1 i �,rf,w, as the contract manager and shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. ATTORNEY warrants that the authorized time keepers are authorized by law to engage in the performance of the activities encompassed by this Agreement. 4.2 Management of time keepers ATTORNEY is responsible for managing the matter cost-effectively and competently,e.g., by insuring that additional time keepers are competent, properly supervised, efficient, and in compliance with the terms of this Agreement as well as with all ethical obligations. 5. REVIEW OF ETHICAL OBLIGATIONS AND POTENTIAL CONFLICTS OF INTEREST 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, including but not limited to conflicts of interest, to representing COUNTY. To the extent that any ethical impediment,real or potential, is discovered or ever arises, ATTORNEY shall immediately inform COUNTY in writing of the impediment(regardless of whether ATTORNEY believes 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'S express,written consent to continue the representation of the other client, and take all other reasonable steps to avoid or mitigate the impediment. Notwithstanding the foregoing, COUNTY understands and agrees that ATTORNEY may in the future—after this agreement has terminated-represent clients before COUNTY in unrelated matters. 6. PAYMENTS TO ATTORNEY ATTORNEY shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk on a schedule as set forth in the contract. I he T r rml (J of l� (4 (10HIMCI ( )2 ' f 00, 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. All services provided with respect to this agreement will be billed on a current basis with monthly invoices sent to COUNTY that will contain full detail as to the specific effort, hourly rates, and reimbursable expenses incurred by ATTORNEY on COUNTY'S behalf. 6.1 Attorney Fee (Hourly) ATTORNEY will 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 ATTORNEY'S hourly rate. The following minimum billing documentation and time keeper requirements are a condition precedent to payment by the COUNTY. 2 2663 6.2. Non-billable time ATTORNEY will bill COUNTY only for time reasonably and necessarily incurred to render professional services on COUNTY'S behalf in accordance with this Agreement. Time attributable to billing questions is not billable. Time expended by time keepers who have not been approved by COUNTY is also not billable. 6.3. Hourly Rates, and Changes to hourly rates The ATTORNEY has agreed to rates as more fully set forth below: Approved Time Keepers: Name: Hourly Rate: �t tl ot� 1, 1 fe.° rt�e - Associate $250.00 i ,,,j, 1 ".i JHt -Paralegal $125.00 With the written approval of the County Attorney, additional time keepers may be utilized by the ATTORNEY. ATTORNEY will charge no more than the hourly rate quoted above throughout the duration of the matter, unless otherwise agreed in writing and approved by COUNTY in the same manner as Agreement. The hourly rate to be charged by the lawyers and paralegals are reviewed annually and should ATTORNEY determine that a rate adjustment is warranted for this engagement the COUNTY will be notified in advance of any change. 6.4. Time keepers As used in this Agreement, the term "time keeper" shall include ATTORNEY and other ATTORNEYS 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. 6.4.1. Duplication of effort So long as ATTORNEY determines,in its reasonable discretion,that there is no duplication of effort among multiple time keepers, or otherwise with advance COUNTY approval, ATTORNEY may have more than one time keeper bill for attendance at meetings, including the meetings with COUNTY representatives and internal conferences, and each time keeper shall be paid at their rate established in paragraph number 6.3. In all other circumstances, ATTORNEY will not have more than one time keeper bill for attendance at meetings, including the meetings with COUNTY representatives and internal conferences, and in the event that more than one person attends, only the time of the person with the highest rate will be billable. 3 2664 Approval for action on the part of the ATTORNEY may be accomplished by letter, email, or verbally by the County Attorney or his/her designee, if verbal approval is given the attorney may verify that approval by email to ATTORNEY or CLERK(as necessary for billing purposes). 6.4.2. Time keeper changes Time keepers approved by the COUNTY are listed in paragraph 6.3 of this Agreement, and may be amended from time to time,upon mutual agreement of the COUNTY and the ATTORNEY,to evidence the then-current circumstances. Additional time keepers may be added by amendment to this agreement and approval by the Board of County Commissioners.In the event that additional time keepers providing services,which are to be billed to COUNTY, are to be added, 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. COUNTY 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. 6.5. Existing work pwork product To the extent the ATTORNEY makes use of existing work product, e.g., in the form of research previously performed for another client, then ATTORNEY shall bill only that time expended in using that work product for COUNTY. In other words,no premium, markup, or other adjustment shall be made to COUNTY bill for time spent on work already performed. 7. BILLING OF FEES AND EXPENSES ATTORNEY shall comply with the following requirements as to billing fees and expenses as a condition precedent to COUNTY'S obligation to pay each bill: 7.1. Monthly bills Unless otherwise agreed in a writing signed by the COUNTY,bills shall be issued monthly by ATTORNEY within fifteen (15) days after the close of each month. ATTORNEY understands that COUNTY requires prompt bills in part to facilitate effective management of the representation and fees. 7.2. Bill format ATTORNEY shall provide detailed, itemized bills which shall, at a minimum: 7.2.1 Description Provide a general description of the matter, to include the name of the COUNTY department or constitutional officer, if not indicated in the title of the matter, for which legal services are being performed(e.g. Richard Roe v. Monroe County—EEO Claim); a description of the work performed in enough detail so that each item is distinguishable from other listed items and sufficient to allow COUNTY to determine the necessity for and reasonableness of the time expended, the services performed, the project or task each service relates to, the subject and purpose of each service, and the names of others who were present or communicated with in the 4 2665 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 identify each time keeper performing services in conjunction with each entry. Clearly identify all persons who are not full-time lawyers employed by the ATTORNEY'S firm (including paralegals, employees of ATTORNEY with their titles, subcontractors, independent contractors, temporary employees, and outsourcing providers). Personnel who are not listed as additional time keepers 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. 7.2.4 Totals and By Task State the amount of time expended by each time keeper broken down for each task. 7.2.5 Summary of Rates It is understood that the billing rate is a per hour as set forth in paragraph number 6.3. In a summary at the beginning or end of the bill, provide the current hourly rate for each time keeper, the total 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 amount, by task. In addition, each monthly statement should show the aggregate billing for that matter from the commencement of the matter through the currently-billed month. 7.3. Expenses COUNTY will pay the actual, reasonable cost of the following expense items if incurred in accordance with the guidelines below (a copy of the form used by the County may be provided for your convenience) and promptly itemized in ATTORNEY'S monthly bill: 7.3.1 Reimbursable expenses Actual cost for necessary long distance telephone calls, tele copying at $.25 per outgoing page, overnight or expedited delivery, couriers,photocopying at$.15 per page,postage, court fees, and other expenses approved in advance by COUNTY. In order to receive reimbursement Attorney must attach copy of invoice from overnight or expedited delivery, couriers, long distance carriers and indicating which calls are related to this agreement. All charges shall be reasonably documented on invoices to demonstrate that the charge is related to this agreement. 5 2666 7.3.1.1. Expedited or emergency services ATTORNEY is expected to avoid using expedited or emergency services, such as express delivery services, couriers, tele copying, overtime, and so on, unless necessary because of unexpected developments or extremely short deadlines. COUNTY may refuse to pay for any such expenses when incurred routinely or because of ATTORNEY'S failure to manage the matter efficiently. 7.3.1.2. Computerized research ATTORNEY is expected to use computerized research services cost-effectively to reduce time spent on research,for example,while closely-monitoring computerized research to insure that the charges are reasonable and necessary. ATTORNEY is expected to pass through to COUNTY any discounts or other arrangements that reduce the cost of computerized services. All charges shall be reasonably documented on invoices to demonstrate that the charge is related to this agreement. 7.3.1.3. Photocopy ATTORNEY is encouraged to use outside copying services if this will reduce the cost of large-volume copying,provided that these expenses are efficient, cost-effective, and incurred and billed in accordance with this Agreement. ATTORNEY is responsible for insuring that all copying complies with copyright obligations. All charges shall be documented on invoices to demonstrate that the charge is related to this agreement. 7.3.1.4. Transcripts Transcripts should not be ordered without prior approval from COUNTY. Transcripts should not be ordered on an expedited basis unless necessary and approved in advance by COUNTY. ATTORNEY should obtain digital electronic/computerized copies of transcripts when available at a reasonable cost to avoid charging for time spent digesting or indexing transcripts, and to allow COUNTY to maintain a digital electronic/computerized database of all transcripts. 7.3.1.5 Travel Expenses Travel expenses within the ATTORNEY'S local area, defined as a radius of 50 miles from the time keeper's office, will not be reimbursed and time in transit is not billable. Travel expenses outside the local area may only be reimbursed if the travel was approved in advance by COUNTY. Reimbursable travel expenses are the cost of transportation by the least expensive practicable means (e.g., coach class air travel), the cost of reasonable hotel accommodations, and the cost of transportation while out of town (e.g., by cab or rental car, whichever is reasonable, at the lowest available rate). Cab fare to and from the originating airport is reimbursable. Expenses will be reimbursed in accordance with the applicable provisions of Florida Statute 112.061 for "approved travelers" and of the Monroe County Code Article XXVI and shall be summarized on the Monroe County Travel Form by ATTORNEY with all applicable receipts attached thereto. 6 2667 7.3.1.6 Travel Time Time spent in transit outside Attorney's local area may be billed only if ATTORNEY or time keeper is unable to avoid traveling by using other forms of communication or it is determined by the County Attorney that travel is in the County's best interest. Travel by more than one time keeper at the same time to the same destination is allowed with approval from COUNTY ATTORNEY. In order to be reimbursed for airline tickets, the boarding pass shall be attached to the invoice. Approved travel time during normal business hours, defined weekdays from 8:30 a.m. to 6:00 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 billed at one-half the hourly rate listed for the time keeper in paragraph 6.3 of this Agreement. 7.3.2. Non-reimbursable expenses The following expenses will in no event be reimbursable without written approval by County Attorney and approval by the Board of County Commissioners: 7.3.2.1. Personal and Office Costs Meals for 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 library materials, internal filing or other document handling charges, clerical expenses, stationery and other supply expenses, utilities, and any other expense that is either unreasonable or unnecessary. (The fact that ATTORNEY charges other clients or that other firms charge their clients for an expense does not make it reasonable or necessary under this Agreement.) 7.3.2.2. Experts, consultants, support services, outsourced services, etc. ATTORNEY is not authorized to retain experts, additional counsel, consultants, support services, or the like, outside ATTORNEY'S law firm, without approval by County Attorney. If 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 writing,ATTORNEY shall obtain a written retainer agreement, in a form which may be specified by COUNTY, from each service provider, with bills from each provider being sent to both ATTORNEY and COUNTY. 7.3.2.3 Temporary Staffing ATTORNEY will not bill COUNTY for the time and expenses of temporary employees, including so-called"Temps" or contract ATTORNEYS or other staff from outside companies,nor "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 disclosure of the actual amount paid or to be paid to the individual.Unless COUNTY expressly agrees in writing to paying 7 2668 additional amounts after full disclosure by ATTORNEY, ATTORNEY may not charge COUNTY more than the actual cost paid by ATTORNEY. 7.3.2.4. Expenses not passed through at actual cost COUNTY will not pay any markup for expenses. COUNTY will only reimburse the ATTORNEY for their actual approved out-of-pocket costs and expenses, 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). 7.3.2.5. Overhead not charged to County COUNTY will not pay for any "expense" items that are in fact part of ATTORNEY'S overhead, which should be included within ATTORNEY'S fee, the determination of which expenses fall into this category are strictly within the discretion of the COUNTY. 7.3.3. Advance approval of expenses ATTORNEY shall obtain approval from COUNTY ATTORNEY before incurring any expense in excess of $1,000.00 if ATTORNEY expects to be reimbursed for that expense. COUNTY, in its discretion, may refuse to pay any expense for which approval was not obtained by ATTORNEY. 7.3.4. Copies of receipts for expenses ATTORNEY shall include copies of receipts for all expenses with the itemized monthly bill. COUNTY may refuse to pay any expense item for which documentation is not provided by ATTORNEY. 7.3.5. Expenses (and fees) after termination Upon termination of the representation, ATTORNEY shall promptly bill COUNTY for any remaining reimbursable expenses and fees. COUNTY may refuse to pay any fees or expenses not billed within 45 days of termination of the representation. ATTORNEY is also expected to cooperate promptly with all aspects of termination and, if applicable, transition to other counsel. Payment for fees and expenses is contingent upon prompt, full cooperation. 7.4. Bill and expense documentation ATTORNEY must maintain supporting documentation for invoices until at least one year after the termination of the representation. This documentation shall be made available by ATTORNEY to COUNTY (or COUNTY'S designated representative, including an accountant, the County Clerk or County Clerk's representative, or legal bill auditor)upon COUNTY'S written request. ATTORNEY agrees to cooperate with any examination of this documentation and ATTORNEY'S fees and expenses, e.g., by responding promptly and completely to any questions COUNTY or its designated representative may have. ATTORNEY shall notify COUNTY in writing at least 60 days in advance of destroying any such records and, in the event that COUNTY requests that they be preserved, shall preserve them at least one additional year or, at the option of the COUNTY, delivered to the COUNTY for storage by the COUNTY, with COUNTY responsible for paying the actual cost of storage. This documentation shall include, for example, 8 2669 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 available to determine whether the item was necessary and reasonable. 7.5 Entertainment ATTORNEY shall not be reimbursed for costs of entertainment, such as in room movies and alcoholic beverages. Furthermore, only meals for ATTORNEY and/or approved time keeper shall be reimbursed in accordance with the provisions in this Agreement. 8. PAYMENT TERMS ATTORNEY'S request for payments and reimbursements may be made in either the ATTORNEY'S name or the name of the ATTORNEY'S law firm, as appropriate. ATTORNEY bills complying with this Agreement are due and payable according to the Local Government Prompt Payment Act. If the bill materially fails to comply with the requirements of this Agreement, then it is not due and payable until ATTORNEY remedies its deficiencies. 9. MATTER MANAGEMENT COUNTY will expect that all communications between ATTORNEY, and additional time keepers, and COUNTY will be reviewed by ATTORNEY and that ATTORNEY will serve as the point of contact for this matter, including billing questions. The COUNTY contact for this Agreement shall be: Pedro J. Mercado, Esq. Monroe County Attorney's Office 1111 12'h Street, Suite 408 Key West, Florida 33040 (305) 292-3470 (office) (305) 292-3516 (facsimile) Mercado-Pedro@monroecounty-fl.gov 9.1. Case monitoring COUNTY will be advised promptly by ATTORNEY 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. COUNTY will promptly receive from ATTORNEY copies of all orders, opinions, pleadings, briefs, memoranda (internal and external), correspondence, and any other document material to the subject matter of this Agreement, such that the COUNTY will have a current, up-to-date, "mirror" copy of the COUNTY'S file maintained by ATTORNEY. For discovery materials or exhibits that are lengthy, ATTORNEY should discuss them with COUNTY before providing a copy. Documents available in digital electronic/computerized form should be provided in that form in lieu of paper copies, if requested by County. Additionally, ATTORNEY may be required to submit, on a monthly basis, a case status and progress report to be submitted to the Board of 9 2670 COUNTY Commissioners. The format of the report shall be in the form required by the COUNTY ATTORNEY. 9.2. Case control ATTORNEY shall discuss all significant issues of strategy and tactics, including motions, discovery, pleadings, briefs, trial preparation, experts, and settlement, with COUNTY before implementation. ATTORNEY is expected to exercise independent professional judgment. 9.3. ATTORNEY cooperation ATTORNEY will cooperate with COUNTY or COUNTY'S representatives to promptly provide all information COUNTY requests or needs about the subject matter of this Agreement and ATTORNEY'S bills and handling of the matter. 9.4. COUNTY cooperation ATTORNEY shall be lead counsel on the matter; however, ATTORNEY agrees that the lawyers employed by the Monroe County Attorney's Office may enter an appearance as co-counsel in the matter. ATTORNEY should consult with COUNTY about all opportunities for COUNTY to save money or make use of COUNTY'S expertise to assist in, e.g., responding to discovery, preparing for trial, locating experts, and the like. COUNTY may also have personnel and facilities available to reduce the expenses related to the subject matter of this Agreement. 10. CONFIDENTIALITY AND PUBLIC RELATIONS ATTORNEY is not authorized to waive or release any privilege or other protection of information — confidential, secret, or otherwise — obtained from or on behalf of COUNTY. ATTORNEY is to keep all confidential, privileged, or secret information confidential. This requirement is perpetual, i.e., it will continue even after the termination of the relationship and this Agreement. 10.1 Prohibition against use of information This requirement is also intended to prohibit ATTORNEY from using information obtained from or on behalf of COUNTY, including work product prepared at COUNTY'S expense, for other clients of ATTORNEY or his or her firm,without COUNTY'S advance written approval. 10.2 No use of County for marketing purposes ATTORNEY is not authorized to identify COUNTY as a COUNTY, e.g., for purposes of marketing or advertising, without COUNTY'S approval. 11. OWNERSHIP OF ATTORNEY FILES AND WORK PRODUCT ATTORNEY understands that all files and work product prepared by ATTORNEY or his or her firm at the expense of COUNTY(or for which COUNTY is otherwise billed)is the property of COUNTY. Without COUNTY'S written approval, this work product may not be used by ATTORNEY or his or her firm nor disclosed by ATTORNEY or his or her firm to others, except in the normal course of ATTORNEY'S representation of COUNTY in this matter. ATTORNEY 10 2671 agrees that COUNTY owns all rights, including copyrights,to materials prepared by COUNTY or by ATTORNEY on behalf of COUNTY. ATTORNEY shall notify COUNTY in writing at least 60 days in advance of destroying any such records and, in the event that COUNTY requests that they be preserved, shall preserve them at least one additional year(with COUNTY responsible for paying the actual cost of storage). ATTORNEY shall provide COUNTY with prompt access to (including the ability to make copies of) all ATTORNEY files and work product, regardless of whether the representation or matter is ongoing and whether ATTORNEY fees and expenses have been paid in full. 12. DISPUTE RESOLUTION ATTORNEY and COUNTY agree that if a dispute arises between them that neither shall be required to enter into any arbitration proceedings related to this Agreement. 12.1. Disputes regarding Attorney fees or expenses and interpretation COUNTY and ATTORNEY agree that all disputes and disagreements between them regarding interpretation of the Agreement shall be attempted to be resolved by a meet and confer session between representatives of COUNTY and ATTORNEY. If the issue or issues are still not resolved to the satisfaction of both within thirty (30) days after the meet and confer session, then either shall have the right to terminate the Agreement upon ten(10)business days'notice in writing to the other parry. 12.2 Disputes regarding interpretation COUNTY and ATTORNEY agree that all disputes and disagreements between them regarding interpretation of the Agreement shall be attempted to be resolved by a meet and confer session between representatives of COUNTY and ATTORNEY. If the issue or issues are still not resolved to the satisfaction of both within thirty(30)days after the meet and confer session,then either shall have the right to terminate the Agreement upon ten (10)business days' notice in writing to the other party. 12.3 Legal or Administrative procedures In the event any administrative or legal proceeding is instituted against either the COUNTY or ATTORNEY relating to the formation, execution,performance, or breach of this Agreement, the COUNTY 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; institution of any administrative or legal proceeding shall constitute immediate termination 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 COUNTY at the time of filing any administrative or legal proceeding. 12.4 ATTORNEY'S Fees and Costs In the event any administrative proceeding or cause of action is initiated or defended by the COUNTY or ATTORNEY relative to the enforcement or interpretation of this Agreement,the prevailing parry shall be entitled to an award of reasonable attorney's fees, and court costs, as an 11 2672 award against the non-prevailing party, and shall include reasonable attorney's fees, and court costs in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement or as may be required by a court of competent jurisdiction shall be conducted in accordance the usual and customary procedures required by the circuit court. 13. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other parry by certified mail, returned receipt requested, to the following: FOR COUNTY County Administrator and County Attorney 1100 Simonton Street PO Box 1026 Key West, FL. 33040 Key West, FL 33040 FOR ATTORNEY IechII 1f1k, MIc6c) 1�„i Pf,f�„ o",' t>, .„ ,......P K`�'1`= 2 , "I ltl1P�.' � f�.aiPlf��., 'iI l�t�(I�.'P` 6"'1Q 14. GOVERNING LAW AND VENUE This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. Venue for any legal action which may arise out of or under this agreement shall be in Monroe County, Florida. 15. ENTIRE AGREEMENT The entire agreement between the COUNTY and ATTORNEY with respect to the subject matter hereof is contained in this Agreement. This Agreement supersedes all oral and written proposals and communications between the COUNTY and ATTORNEY related to this Agreement. No provision of this Agreement shall be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by the parry against whom the waiver, amendment or modification is claimed. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their permitted successors and assigns. 12 2673 16. FLORIDA GOVERNMENT-IN-THE-SUNSHINE LAW ATTORNEY agrees that, unless specifically exempted or excepted by Florida law, the provisions of Section 286.011, Florida Statutes, generally require full and public discussion of matters to be voted upon by the Board of County Commissioners. ATTORNEY agrees to consult with the COUNTY ATTORNEY'S office concerning the application of the Sunshine Law from time to time concerning specific circumstances that may arise during the term of this Agreement. 17. FLORIDA PUBLIC RECORDS LAW ATTORNEY agrees that, unless specifically exempted or excepted by Florida, 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 Attorney's 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. Public Records Compliance. ATTORNEY must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The COUNTY and ATTORNEY shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and ATTORNEY in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the ATTORNEY. Failure of the ATTORNEY to abide by the terms of this provision shall be deemed a material breach of this contract and the COUNTY may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The ATTORNEY is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the ATTORNEY is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records,provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the ATTORNEY does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the ATTORNEY or keep and maintain public records that would be required by the County to perform the service. If the ATTORNEY transfers all public records to the County upon completion of the contract, the ATTORNEY shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the ATTORNEY keeps and maintains public records upon completion of the contract, the 13 2674 ATTORNEY shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the ATTORNEY of the request, and the ATTORNEY must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the ATTORNEY does not comply with the COUNTY's request for records, the COUNTY shall enforce the public records contract provisions in accordance with the contract, notwithstanding the COUNTY's option and right to unilaterally cancel this contract upon violation of this provision by the ATTORNEY. An ATTORNEY who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. The ATTORNEY shall not transfer custody,release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE 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: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH ST., SUITE 408, KEY WEST, FL 33040, publicrecords@monroecounty-fl.gov, (305) 292-3470. 18. NO ASSIGNMENTS ATTORNEY shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County,which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the Board. 19. TERMINATION Either of the parties hereto may terminate this contract without cause by giving the other party fifteen (15)business days written notice of its intention to do so. 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 ATTORNEY'S representation of COUNTY or obtained due to ATTORNEY'S representation of COUNTY. 14 2675 19.2 Restriction on Communications ATTORNEY agrees not to communicate with the public, including the press, about COUNTY or about this matter. 20. SEVERABILITY If a term, covenant, condition or provision of this Agreement shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provision of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and ATTORNEY agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 21. CAPTIONS The captions set forth herein are for convenience of reference only and shall not define, modify, or limit any of the terms hereof. 22. 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 COUNTY or ATTORNEY from any obligation or responsibility imposed upon each by law except to the extent of actual and timely performance thereof by the other, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further this Agreement is not intended to authorize, nor shall it be construed as authorizing, the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida Constitution, state statutes, case law, and, specifically, the provisions of Chapter 125, Florida Statutes. 23. RECORDS ATTORNEY shall keep such records as are necessary to document the performance of its services as set forth in 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 bodies. It is the responsibility of ATTORNEY to maintain appropriate records to insure a proper accounting of all collections and remittances in this matter. ATTORNEY shall be responsible for repayment of any and all reasonable audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. 24. MONROE COUNTY CODE ETHICS 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 1990. 15 2676 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 gifts, doing business with one's agency, unauthorized compensation, and misuse of public position, conflicting employment or contractual relationship, and disclosure of certain information. 25. PUBLIC ENTITY CRIME STATEMENT Florida law provides that person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on an agreement to provide any goods or services to a public entity,may not submit a bid on an agreement with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, sub contractor, or consultant under an agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of thirty-six(36)months from the date of being placed on the convicted vendor list. ATTORNEY warrants the neither ATTORNEY nor any authorized time keeper has been named to the convicted vendor list. 27. ANTI-KICKBACK ATTORNEY warrants that no person has been employed or retained to solicit or secure this Agreement upon any contract or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the COUNTY has any interest, financially or otherwise, in this Agreement, except as expressly stated herein. For breach or violation of this warranty, the COUNTY shall have the right to annul this agreement without liability or, in its discretion,to deduct any sums to be paid by COUNTY under this Agreement,or otherwise recover, the full amount of such commission,percentage, brokerage or contingent fee. 28. MODIFICATIONS AND AMENDMENTS Any and all modifications and Amendments of the terms of this Agreement shall be in writing and executed by the Board of County Commissioners for Monroe County and by ATTORNEY in the same manner as this Agreement. 29. INDEPENDENT CONTRACTOR At all times and for all purposes hereunder, ATTORNEY is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed so as to find ATTORNEY or any of the authorized time keepers, to be the employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights,privileges or benefits of employees of Monroe County. 16 2677 30. COMPLIANCE WITH LAW In carrying out ATTORNEY'S obligations under this agreement, ATTORNEY shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this Agreement, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to ATTORNEY. 31. LICENSING ATTORNEY warrants that ATTORNEY and additional time keepers do presently have, shall have prior to commencement of work under this Agreement, and at all times during said work, all required licenses and permits whether federal, state, County or City. 32. NON-DISCRIMINATION ATTORNEY agrees that he or she will not discriminate against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. ATTORNEY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352)which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685- 1686),which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92- 255), as amended,relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91- 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended,relating to nondiscrimination in the sale, rental or financing of housing; 9)The Americans with Disabilities Act of 1990(42 USC ss. 12101), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) All requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-assisted programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended; and 12) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 17 2678 33. NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and ATTORNEY agree that neither the COUNTY nor ATTORNEY or any officer, agent, or employee of each shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated under this Agreement. 34. ATTESTATIONS ATTORNEY agrees to execute such documents as the County may reasonably require, to include a Vendor Certification Regarding Scrutinized Businesses, an Affidavit Attesting to Noncoercive Conduct for Labor and Services, and a Foreign Entities Affidavit. 35. COUNTY AUTHORITY This Agreement has been duly noticed at a legally held public meeting conducted in Monroe County, Florida. COUNTY'S performance and obligation to pay under this contract, is contingent upon annual appropriation by the Board of County Commissioners. 36. HOLD HARMLESS AND INSURANCE ATTORNEY certifies that it maintains a minimum professional liability coverage for ATTORNEY and additional time keepers in the amount of $5 Million. ATTORNEY agrees to keep the same amount of coverage or more at all times and to provide proof of said coverage to COUNTY at COUNTY'S request at any time during the term of the Agreement. 37. NO PERSONAL LIABILITY No covenant or obligation contained in this Agreement shall be deemed to be a covenant or obligation of any member, officer, agent or employee of the Board of County Commissioners of Monroe County in his or her individual capacity and no member, officer, agent or employee of the Board of County Commissioners of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 38. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and the COUNTY and ATTORNEY may execute this Agreement by signing any such counterpart. THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. 18 2679 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first written above. MONROE COUNTY (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK OF MONROE COUNTY By: By: Deputy Clerk Mayor DATE: By: dh� hc)I(Je� and Authorized Representative DATE: 19 2680 Attachment A Letter of Engagement 20 2681 MECHANIK NUCCIO HEARNE & WESTER A PROFESSIONAL ASSOCIATION ATTORNEYS AND COUNSELORS AT LAW W. GREGORY GOLSON CANNON L. HEARNE MAILING ADDRESS: FRANK L. HEARNE 3225 S. MacDill Avenue#317 TRAVIS MOORE HEARNE Tampa, Florida 33629 DAVID M. MECHANIK TEL: (813)276-1920 VINCENT L. NUCCIO,JR. WILLIAM R. PAUL FAX: (813)276-1560 ALLISON DICUS THOMPSON E-MAIL:travis@floridalandlaw.com JOHN B. NEUKAMM, Of Counsel www.floridalandlaw.com J. MEREDITH WESTER, Retired April 1, 2025 Kevin Wilson Assistant County Administrator Monroe County, Florida 1100 Simonton St., Key West, FL 33040 Wilson-Kevin@monroecounty-fl.gov (305) 453-8797 Re: Monroe County,Florida/Legal Representation &Institutional Controls Regarding ERIC_7416/Joe London Fire Training Academy Dear Kevin, We are pleased that you have agreed to retain Mechanik Nuccio Hearne & Wester, P.A. ("Mechanik Nuccio') as counsel to represent Monroe County, Florida ("you" or the "Client") in the matters described under Nature of Engagement below. Pursuant to this agreement, you are retaining Mechanik Nuccio for the limited task of preparing and implementing for the site named above institutional and/or engineering controls pursuant to rules and guidance promulgated by the Florida Department of Environmental Protection ("FDEP"). Pursuant to our discussions with Joe Marsh of Stantec ("Stantec"), our invoices for this matter will be sent to and may be paid directly by Stantec. We wish to emphasize that for purposes of this Agreement, Stantec is considered a non-client third party payor on behalf of the Client and that our execution of this Agreement establishes an attorney-client relationship between our law firm and the Client. This Agreement does not establish and attorney-client relationship between our law firm and Stantec.Your execution of this Agreement constitutes your informed consent pursuant to Rule 4.18(f)of the rules regulating the Florida Bar to Stantec's payment of our law firm's legal invoices. Notwithstanding anything to the contrary in this Agreement, our firm's total invoices shall not exceed $22,100.00 (the "Approved Budget"), which amount was set forth in the January 6, 2025 Cost Proposal,without prior written approval by the Client,which approval may be given by Stantec on the Client's behalf. The Approved Budget reflects a best estimate of the costs of the services required; however, given the unpredictability and influence of the positions and actions of third parties, including FDEP, we cannot guarantee that the institutional controls can be implemented and site closure achieved within the Approved Budget. 2682 MNHW/Monroe County/Legal Services Agreement April 1,2025 Page 2 The Florida Bar encourages the use of written agreements to avoid possible misunderstandings concerning the nature of the engagement and the basis of payment for the legal services to be rendered. Accordingly, the proposed terms of our representation are outlined below for your review and approval. This letter and the enclosed Mechanik Nuccio Standard Terms and Conditions Addendum (the "Addendum') describe the basis on which our law firm will provide legal services to the Client and bill for those services. This letter and the Addendum will govern the work to be performed by us with respect to the above matter, as well as all other legal work(and related costs) accomplished by Mechanik Nuccio for the Client, unless a different fee and cost arrangement for such work is agreed upon in writing by the parties. 1. Nature of Engagement: You have engaged Mechanik Nuccio to assist the Client in connection with land use issues regarding redevelopment and permitting at the property located at 6204 Interbay Boulevard in Tampa. This letter is intended to apply to both the above initial tasks as well as (a) any resulting additional tasks we perform(such as negotiation of various agreements and other transaction assistance), and (b) any other matters for which you request our assistance and we agree to undertake. In each assignment,we will strive to perform our services for you effectively and efficiently. Any advice that we may provide to you will be based upon our professional.]udgment. 2. Fees and Attorneys Providing Services: In charging for our services in the above-referenced matters, we will consider all of the factors outlined in the Rules of Professional Conduct which govern Florida lawyers, and we will identify and analyze all factors that we consider relevant and necessary to measure the fair and reasonable value of our services.These include the time and labor required,the novelty and difficulty of the legal issues, the skill required to properly perform the services, any time limitations imposed under the circumstances, the amount involved, and the results obtained. We record all time required to perform our services, and hourly rates are applied to the recorded time in our billing process. Unless we agree otherwise, the Mechanik Nuccio fees will be calculated by multiplying the time spent in performing the work during the period covered by the invoice,by the established hourly rates of Mechanik Nuccio personnel who performed that work. Our current hourly rates for this matter for the attorneys who are expected to be doing most of the work on the initial assignment are as follows: Travis Moore Hearne(Shareholder) - $325.00 Cannon L. Hearne (Associate) - $250.00 Susan M. Merritt(Paralegal) - $125.00 Our rates are subject to change annually. We are happy to discuss with you any questions you may have concerning our fees or the basis of our charges.We expect our clients to be satisfied with both the services we perform and the reasonableness of our billings. Please let us know if for any reason you do not find our performance or our charges to be satisfactory. 3. Costs and Expenses: Any out-of-pocket expenses (such as special telephone charges, extensive photocopying, special mailing or air courier charges,filing fees, etc)will be separately itemized on our statements. We also may forward certain cost bills to you for payment directly to the vendor. 4. Submission and Payment of Statements: Mechanik Nuccio generally submits statements for services rendered plus costs advanced on a monthly basis, with the statements to be paid in full within 2683 4925-9895-6572,v. 1 MNHW/Monroe County/Legal Services Agreement April 1,2025 Page 3 thirty (30) days after receipt. We will e-mail our invoices to you unless you tell us that you prefer that we send them by U.S.mail service.Any statement not paid when due will bear interest at the rate of 1%percent per month for each month the statement remains unpaid. In the event that any statement is not paid in full within thirty (30) days after receipt, Mechanik Nuccio will have the option to withdraw from this representation. 5. Retainer: Given the nature of this engagement, we are waiving the requirement of any new or additional retainer in this matter. We reserve the right to request additional retainers from time to time in the future. 6. Conflicts: At this time, we are not aware of any conflict of interest involving our representation of each of you in the matters described above under Nature of Engagement.In the event that we discover a conflict of interest in the future, we intend to notify you immediately in order to determine whether we can proceed with our representation or whether it would have to be terminated. This letter constitutes the "Accompanying Letter"described in the Addendum, and, together with the Addendum, constitutes the arrangement upon which we have agreed to undertake representation of the legal matters described in this letter. Please review all such terms and conditions. If the arrangement described in this letter and the Addendum meets with your approval, please sign below and also at the bottom of page 3 of the Addendum, and then return to me a fully signed copy of the complete letter (including the Addendum). After you sign and return this letter (including the signed Addendum), if you need our Form W-9,please send an email request for it to: mnhw&)floridalandlaw.com. Very truly yours, Mechanik Nuccio Hearne&Wester,P.A. By: Travis Moore Hearne, Esq., Shareholder Enclosure: Mechanik Nuccio Standard Terms and Conditions Addendum APPROVED AND AGREED to as of the day of 2025 by the undersigned. MONROE COUNTY,FLORIDA Signature Print Name: Title: 2684 4925-9895-6572,v. 1 Mechanik Nuccio Standard Terms and Conditions Addendum This Addendum sets forth the standard terms and conditions upon which Mechanik Nuccio Hearne & Wester,P.A. ("Mechanik Nuccio") provides legal services to its clients and bills for those services. This Addendum accompanies a letter (the "Accompanying Letter") addressed to a party or parties (collectively, with those identified therein as being represented by Mechanik Nuccio, referred to as the "Client") who has or have agreed to become obligated to Mechanik Nuccio for the payment of all fees charged and costs incurred by Mechanik Nuccio (collectively, the "Financial Ohligations"). This Addendum and the Accompanying Letter comprise the entire agreement between the Client and Mechanik Nuccio with regard to the Financial Obligations and may not be modified or amended by past or future oral statements or by course of conduct,but only pursuant to a writing signed by the Client and Mechanik Nuccio. L Professional Undertaking: An attorney of Mechanik Nuccio who has signed the Accompanying Letter (the "Attorney in Charge") will have primary responsibility for the representation of the Client, and may, in his or her discretion,utilize the services of other attorneys and legal assistants in Mechanik Nuccio to assist in performing the work.If at any time the Client has any questions concerning the utilization of other attorneys or legal assistants,or any other matters,the Client should contact the Attorney in Charge. If the Client includes a legal entity,Mechanik Nuccio's representation of that entity does not by itself make any of that entity's constituent members (e.g.,partners, members, shareholders or beneficiaries) clients of Mechanik Nuccio,nor does it signify that Mechanik Nuccio, either directly or indirectly,owes any professional duty to any of those constituent members, notwithstanding that any such constituent member may be referred to herein by the defined term "Client" for the specific purposes such term is used herein, including (without limitation) the individual responsibility for payment of the Client's Financial Obligations to Mechanik Nuccio as an Additional Responsible Party as described in Paragraph 6 below. Consequently,Mechanik Nuccio shall not be required to withdraw from representing a legal entity included as part of the Client in the event that such representation is,or might become, adverse to the individual interests of any of that entity's constituent members. 2. Employment of Outside Professionals: In the event Mechanik Nuccio deems it necessary to employ additional professionals with specialized skills (e.g., investigators, surveyors, appraisers, environmental consultants, expert witnesses),then, after consultation with and consent from the Client, additional professionals may be employed by Mechanik Nuccio either in the name of the Client or,in the discretion of Mechanik Nuccio,in the name of Mechanik Nuccio. In either event,the Client will be responsible to pay the fees of such professionals upon being invoiced by Mechanik Nuccio or by such professionals for those fees. Reimbursement of Mechanik Nuccio by the Client for such invoices paid by Mechanik Nuccio will be subject to the provisions of Paragraph 5 of this Addendum. 3. Bilfin2s: The Finn's invoices are generally prepared and mailed during the month following the month in which services that it covers are rendered and the expenses and costs that it covers are reported in Mechanik Nuccio's books. Each invoice is payable in full upon receipt.Failure to question any invoice in writing within thirty(30)days after receiving it will be considered an approval and acceptance of that invoice. In the event Mechanik Nuccio receives a payment from the Client at a time when more than one invoice is outstanding on any one or more matters, Mechanik Nuccio will apply that payment to any such open invoice, unless the payment is accompanied by the remittance copy of the invoice being paid or some other written indication from the Client directing how the payment is to be applied. When in the course of or at the conclusion of the representation Mechanik Nuccio receives money on the Client's behalf, such as a money judgment or settlement or the closing of a transaction,Mechanik Nuccio will be entitled,at its option,to pay Mechanik Nuccio's outstanding invoices from such monies. Similarly,if attorneys' fees are awarded to the Client and are paid by the other party involved,the Client hereby assigns its right to receive those fees to Mechanik Nuccio as payment towards the Financial Obligations owed to Mechanik Nuccio. 46 Late Pavments, Costs of Collection, and Partial Invaliditv: Because Mechanik Nuccio has ongoing overhead expenses and cost of funds, a monthly late charge is added for late payments of fees and costs. On the first day of each month the balance of any invoice then unpaid for more than one(1)month will be subject to a late charge of one percent (1%)per month,whether or not that charge appears on Mechanik Nuccio's invoices to the Client. That rate may be adjusted from time to time. In the event that it is necessary to institute legal proceedings to collect Mechanik Nuccio's fees and costs, Mechanik Nuccio will also be entitled to recover reasonable attorneys' fees, paralegal fees, and charges and other costs of collection, even if such services and costs are provided by Mechanik Nuccio. Any provision of this Addendum which is unenforceable or invalid or the inclusion of which would adversely affect the validity, legality, or enforcement of this Addendum shall be of no effect,but all the remaining provisions of this Addendum shall remain in full force and effect. 2685 Addendum Page 2 5 Security for Financial Obligations: Florida law provides Mechanik Nuccio with the right to impose a lien upon and retain,as security for payment of the Financial Obligations,all documents,money and other intangibles and materials coming into Mechanik Nuccio's possession (except to the extent that such a lien on funds deposited with Mechanik Nuccio in trust for a specific purpose is prohibited). Additionally, Mechanik Nuccio can acquire a lien,to the extent permitted by law, on all judgments,awards,damages or other assets or the proceeds thereof and all other monies,property(real,personal,tangible or intangible)or recoveries which are acquired,retained,recoverable or distributable to the Client as a result of any settlement, compromise,or court award then or thereafter obtained or achieved on its behalf in the matter,whether by the Client,by us, or by any other attorneys who may succeed us in the matter. These retaining and charging liens may be asserted by Mechanik Nuccio in such circumstances as Mechanik Nuccio believes to be necessary or appropriate. 6. Responsibility for Pavment:The Client will be responsible to Mechanik Nuccio for all Financial Obligations arising out of the services rendered by Mechanik Nuccio to the Client. However, when Mechanik Nuccio is engaged to represent entities (whether currently existing or newly created) that are closely held,whose principal assets are leveraged,to be leveraged,are not readily marketable,or the continued existence or value of which depends on the services that Mechanik Nuccio is being engaged to provide, Mechanik Nuccio may seek to avoid any potential credit or payment difficulties by requiring individuals that are involved in the ownership of such entities to assume responsibility,on a joint and several basis, for the Financial Obligations owed by the Client to Mechanik Nuccio (the "Additional Responsible Parties").The Client(and the Additional Responsible Parties, if any) shall be jointly and severally liable for the Financial Obligations of the Client and for all services rendered to any entity affiliated with the Client for which Mechanik Nuccio is asked to provide services. If Mechanik Nuccio is required to testify, produce documents or respond to other requests in connection with proceedings commenced by third parties that relate to Mechanik Nuccio's representation of the Client, the Client (and the Additional Responsible Parties, if any) shall be liable for the reasonable fees and costs incurred by Mechanik Nuccio. 7. Credit Checks: The Firm may, at its sole option,conduct a credit investigation,including but not limited to requesting a consumer report or an investigative consumer report (a "Credit Check"),on the Client and any of the Additional Responsible Parties.By execution and delivery of the Accompanying Letter,the Client and the Additional Responsible Parties, if any,hereby individually and collectively authorize Mechanik Nuccio to undertake such Credit Checks. 8 Client Expectations: Unless Mechanik Nuccio has agreed otherwise in a writing signed by the Attorney in Charge, the Client's responsibility for payment of its Financial Obligations will not be contingent or in any way dependent upon the outcome of the representation or the results obtained.Since the fees and costs relating to this matter are not predictable, any estimate of fees and costs that may have been discussed represents only an estimate.Unless otherwise agreed by Mechanik Nuccio in writing,Mechanik Nuccio makes no commitment to the Client concerning the maximum fees and costs that will be necessary to resolve or complete this matter. Although the merits of the Client's position may be emphasized and optimism concerning the likelihood of success may be expressed,the Client understands that legal matters frequently take courses that cannot be anticipated and can have outcomes that cannot be predicted.Accordingly,the Client acknowledges that no guarantees have been given by Mechanik Nuccio and that no statements made by any person on behalf of Mechanik Nuccio may be relied upon by the Client concerning the outcome of any matter. 9 Title Insurance: If the transaction for which the Client has retained Mechanik Nuccio requires the issuance of a title insurance policy, Mechanik Nuccio may issue the policy and commitment therefor as agent of the title insurance company. If the cost thereof is to be paid by the Client, the title insurance premiums charged by Mechanik Nuccio for the issuance of any such commitment or policy will be based upon the minimum premium rate promulgated by the State of Florida Insurance Commissioner.The Firm is an agent for many title insurance companies and may act as agent for the title company issuing title insurance in the Client's transaction.As is standard with all title insurers in Florida,Mechanik Nuccio will receive a percentage of the premium,as agent for the title insurance company. Sums received by Mechanik Nuccio for acting as agent for a title insurer are in addition to,and not in lieu of,Mechanik Nuccio's standard fees as described in this Addendum. la Choice of Law, Venue and Forum Selection: This Addendum and the Accompanying Letter will be governed and construed under Florida law. The Firm, the Client, and the Additional Responsible Parties, if any, do hereby agree and consent that the state and federal courts situated in Hillsborough County,Florida,will have exclusive jurisdiction to adjudicate any claim, dispute or controversy of any nature arising out of or relating to this Addendum, the Accompanying Letter or the legal services provided pursuant thereto. 11 Termination: Every Client has the right to terminate Mechanik Nuccio's representation at any time and for any reason. Mechanik Nuccio has the same right, and under certain circumstances it may be required to terminate its representation of the Client, upon reasonable notice to the Client. Among the reasons for which Mechanik Nuccio may terminate are: (i) nonpayment or repeated late payment of the Client's Financial Obligations to Mechanik Nuccio after the 4925-9895-6572,v. 1 2686 Addendum Page 3 Client has been notified that Mechanik Nuccio intends to withdraw unless such Financial Obligations are paid timely, (ii)the Client's breach or failure to comply with the terms of Mechanik Nuccio's engagement,including the provisions of the Accompanying Letter or this Addendum, (iii) the Client's failure or refusal to be forthright, cooperative and supportive of Mechanik Nuccio's efforts, (iv) the Client's misrepresentation of, or failure or refusal to disclose facts to Mechanik Nuccio which Mechanik Nuccio deems necessary for,or relevant to,the engagement, (v)the Client's refusal to accept or implement Mechanik Nuccio's advice, (vi) the Client's persistence in pursuing, or having Mechanik Nuccio pursue, an objective which Mechanik Nuccio considers to be criminal, fraudulent, actionable,repugnant or imprudent, (vii) discovery of a conflict with another client of Mechanik Nuccio, and(viii) any other reason permitted or required under the Rules of Professional Conduct that govern the legal profession in Florida.Upon termination of the engagement, either by Mechanik Nuccio or by the Client, the Client must sign all papers and documents which Mechanik Nuccio believes necessary to accomplish its withdrawal from the representation. Regardless of when or by whom the representation is terminated, and until such time as all outstanding Financial Obligations which are owed to the firm (whether billed or unbilled)have been paid in full: (a) Mechanik Nuccio reserves the right,to the extent permitted by law,to retain all of our files concerning the Client and to hold all documents,monies,or other property of the Client then in our possession; and (b) Mechanik Nuccio will have a lien,to the extent permitted by law, on all judgments, awards, damages or other assets or the proceeds thereof and all other monies which are recoverable or distributable to the Client as a result of any settlement,compromise, or court award then or thereafter obtained or achieved on its behalf in the matter whether by Client, by Mechanik Nuccio,or by any other attorneys who may succeed us in the matter. 12 Federal Tax Advice: The United States Treasury Department has issued certain Regulations (the "Treasury Regulations") governing our ability to render written advice on federal tax issues,which includes the federal tax treatment of an item of income, gain, loss, deduction or credit, the existence or absence of a taxable transfer of property, or the value of property for federal tax purposes. During the course of our representation of you, Mechanik Nuccio may provide you, from time to time,with written advice regarding federal tax issues.This written advice may include letters,e-mails,or memoranda. Please note that as a result of the Treasury Regulations,any written advice provided to you may not be used or relied upon by you for the purpose of(i)avoiding tax-related penalties that may be imposed by the Internal Revenue Service,or(ii)promoting, marketing,or recommending to another party any tax-related matters addressed herein,unless the author of such advice should specifically provide in writing that it is intended to be a"reliance opinion" or a"covered opinion" as such terms are defined under applicable Treasury Regulations. 13. Document and Record Status and Retention: Some documents and records relating to our representation of you belong to us (such as our administrative records, time and expense reports, billing and accounting records,personnel materials, document drafts, notes, internal memoranda, and our other internal records). Materials that belong to you ("Client Materials") include only (a) materials that you supply to us, and(b)the final version of documents you retain us to create (including executed and intended final forms of contracts, pleadings, trusts, offering documents, applications, questionnaires, analyses, and documents of that nature). You are entitled to receive any Client Materials in our possession upon your written request to us,subject only to your prior satisfaction in full of your Financial Obligations to us.However,you agree by your execution of this Addendum and the Accompanying Letter that Mechanik Nuccio may elect to destroy the Client Materials after six(6)years from the date on which time was last billed to the applicable matter. If we subsequently agree to transfer, destroy, or return any materials or records in a manner that is not in accordance with this Addendum and the Accompanying Letter(an "Exceptional Request"),you further agree to pay(i)our time charges involved at a rate of$200 per hour for the time each person involved in satisfying such Exceptional Request spends in doing so,plus(ii) any verified other related expense we incur in doing so. [SIGNATURE BLOCK APPEARS BELOW] 4925-9895-6572,v. 1 2687 Addendum Page 4 This Addendum is approved and agreed to as of the day of 2025 by the undersigned. MONROE COUNTY,FLORIDA Signature Print Name: Title: 4925-9895-6572,v. 1 2688 Liz Yongue From: Ballard-Lindsey <Ballard-Lindsey@ Mon roeCounty-FL.Gov> Sent: Friday, April 11, 2025 3:16 PM To: Gomez-Krystal; County Commissioners and Aides; Kevin Madok; Senior Management Team and Aides; Liz Yongue; InternalAudit Cc: Shillinger-Bob; Williams-Jethon; Cioffari-Cheryl; Livengood-Kristen; Rubio-Suzanne; Pam Radloff; County-Attorney; Allen-John; Danise Henriquez; Hurley-Christine; Rosch- Mark; Gambuzza-Dina; Beyers-John; InternalAudit; Kevin Madok; Valcheva-Svilena; Powell-Barbara; Guerra-Cynthia Subject: RE: Item P9 BOCC 04/16/2025 REVISED BACKUP Attachments: Item P9 AIS and Back-UP 04.16.2025 BOCC.pdf Good afternoon, Please be advised that the agenda item backup has been revised for item P9. "Approval of a legal services agreement with Mechanik Nuccio Hearne& Webster P.A.." Agenda item summary and revised back-up are attached for your convenience. Sincerely, A-t e to Christine H u rLe�, Covwt� Ac o/d n, strator -?,us�wess M,2n,29er- Ac{wdnv stratCon 1100 Sintooton street, Sv to 2-205 K.e� west; FL :2,:2,04 0 (305)292--4-4-4�2, (o ffiCe) (:2,05):2,9:2,--4-4-4 2 (ceLL Phone) (305)292--4 5 4-4 (fax) Courier Stop #! gaLLard-�iwdseU�w�owroeco�cwtU-A.r.4oy www.vKovg,roeco�cwtU-A.�oy Monroe County, Florida "The Florida Keys" "We may encounter many defeats, but we must not be defeated." 'Maya Angelou PLEASE NOTE: FLORIDA HAS A VERY BROAD RECORDS LAW. MOST WRITTEN COMMUNICATIONS TO OR FROM T}EE COUNTY 2E(�ARDINC� COUNTY BUSINESS ARE PUBLIC RECORDS AVAILABLE TO THE PUBLIC AND MEDIA UPON REQUEST. YOUR EMAIL COMMUNICATION MAY BE SUBJECT'TO PUBLIC DISCLOSURE. 1 0 Please consider the ervironrrmnt when 0cidideng whether to print this ema:aiL 2 P9 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 April 16, 2025 Agenda Item Number: P9 2023-3932 BULK ITEM: Yes DEPARTMENT: County Attorney TIME APPROXIMATE: STAFF CONTACT: Pedro Mercado N/A AGENDA ITEM WORDING: Approval of a legal services agreement with Mechanik Nuccio Hearne & Webster P.A. ITEM BACKGROUND: In 2019, FDEP identified the Joe London Training Center as a possible site of PFAS/PFOS contamination and required that the county sample more extensively to identify(and eventually delineate the extent of the contamination. Over the next 4 years the county spent approximately $300k to fully delineate the extent of the contamination. Eventually FDEP agreed that the contamination plume was stable and that "Administrative Controls"would be adequate rather than remediation. Mechanik Nuccio Hearne & Webster P.A. is a law firm which will be preparing and implementing institutional and/or engineering controls for the Joe London Fire Training Academy pursuant to rules and general guidance promulgated by the Florida Department of Environmental Protection. The agreement attached as back up is a draft. Once a completed contract is executed, the back up will be revised. PREVIOUS RELEVANT BOCC ACTION: None INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval 1 DOCUMENTATION: Mechanik Nuccio Hearne Wester-Attorney Agreement April 2025 w TMH edits clean 4-10-24.pdf Mechanik Nuccio Hearne & Wester- Att. A - Monroe County Engagement Letter April 2025 I.pdf FINANCIAL IMPACT: NTE $22,100.00 2 AGREEMENT BETWEEN MONROE COUNTY AND MECHANIK NUCCIO HEARNE &WESTER,P.A. THIS AGREEMENT, made and entered into this day of April, 2024, by and between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, ("COUNTY"), a political subdivision of the State of Florida whose address is 1100 Simonton Street, Key West, Florida 33040, and MECHANIK NUCCIO HEARNE & WESTER, P.A. ("ATTORNEY") regarding the retention of ATTORNEY by COUNTY to provide legal advice and services. WHEREAS, it is in the public interest of COUNTY to have legal representation as set out below, and WHEREAS, the ATTORNEY has agreed to provide legal representation to the COUNTY as set forth herein and in Attachment A. NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties agree as follows: 1. THE CLIENT The Client is the COUNTY, acting by and through its duly elected and appointed officers and its employees. 2. THE ATTORNEY ATTORNEY is a Professional Association that is registered as a Florida Profit Corporation named above and whose legally authorized signature appears at the bottom of this Agreement. ATTORNEY is licensed to practice law in Florida. ATTORNEY has been retained for the task of preparing and implementing institutional and/or engineering controls for the Joe London Fire Training Academy pursuant to rules and general guidance promulgated by the Florida Department of Environmental Protection as set forth in Attachment A ("the Matter"). 3. TERM OF AGREEMENT This Agreement and representation by ATTORNEY is effective upon execution by ATTORNEY and acceptance and approval by COUNTY in accordance with COUNTY'S policies, ordinances, or governing statutes. The representation shall continue until terminated by either the COUNTY, or by the ATTORNEY in accordance with ethical requirements and/or the terms of this Agreement. 4. SCOPE OF THE WORK The COUNTY is engaging ATTORNEY to advise on the Matter and any other matters as approved by the County Attorney which are jointly agreed to in writing. 1 4.1 Professional ability to perform work, appointment of contract manager 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 shall designate Travis Moore Hearne, as the contract manager and shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. ATTORNEY warrants that the authorized time keepers are authorized by law to engage in the performance of the activities encompassed by this Agreement. 4.2 Management of time keepers ATTORNEY is responsible for managing the matter cost-effectively and competently,e.g., by insuring that additional time keepers are competent, properly supervised, efficient, and in compliance with the terms of this Agreement as well as with all ethical obligations. 5. REVIEW OF ETHICAL OBLIGATIONS AND POTENTIAL CONFLICTS OF INTEREST BEFORE INITIATING REPRESENTATION ATTORNEY has conducted a thorough investigation and determined that ATTORNEY'S representation of COUNTY is consistent with the Rules Regulating the Florida Bar ("RRTFB"), including without limitation those rules governing conflicts of interest. To the extent that any existing or potential conflict of interest is discovered or ever arises, ATTORNEY shall immediately inform COUNTY 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 full disclosure of the situation to COUNTY and take all other reasonable steps to avoid or mitigate the impediment. Notwithstanding the foregoing, COUNTY understands and agrees that ATTORNEY may in the future — after this agreement has terminated-represent clients before COUNTY in unrelated matters. 6. PAYMENTS TO ATTORNEY ATTORNEY shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk on a schedule as set forth in the contract. The total dollar amount of this contract shall not exceed $22,100. 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. All services provided with respect to this agreement will be billed on a current basis with monthly invoices sent to COUNTY that will contain full detail as to the specific effort, hourly rates, and reimbursable expenses incurred by ATTORNEY on COUNTY'S behalf. 6.1 Attorney Fee (Hourly) ATTORNEY will 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 ATTORNEY'S hourly rate. The following minimum billing documentation and time keeper requirements are a condition precedent to payment by the COUNTY. 6.2. Non-billable time 2 ATTORNEY will bill COUNTY only for time reasonably and necessarily incurred to render professional services on COUNTY'S behalf in accordance with this Agreement. Time attributable to billing questions is not billable. Time expended by time keepers who have not been approved by COUNTY is also not billable. 6.3. Hourly Rates, and Changes to hourly rates The ATTORNEY has agreed to rates as more fully set forth below: Approved Time Keepers: Name: Hourly Rate: Travis Moore Hearne $325.00 Cannon L/Hearne - Associate $250.00 Susan M. Merritt-Paralegal $125.00 With the written approval of the County Attorney, additional time keepers may be utilized by the ATTORNEY. ATTORNEY will charge no more than the hourly rate quoted above throughout the duration of the matter, unless otherwise agreed in writing and approved by COUNTY in the same manner as Agreement. The hourly rate to be charged by the lawyers and paralegals are reviewed annually and should ATTORNEY determine that a rate adjustment is warranted for this engagement the COUNTY will be notified in advance of any change. 6.4. Time keepers As used in this Agreement, the term "time keeper" shall include ATTORNEY and other ATTORNEYS 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. 6.4.1. Duplication of effort So long as ATTORNEY determines,in its reasonable discretion,that there is no duplication of effort among multiple time keepers, or otherwise with advance COUNTY approval, ATTORNEY may have more than one time keeper bill for attendance at meetings, including the meetings with COUNTY representatives and internal conferences, and each time keeper shall be paid at their rate established in paragraph number 6.3. In all other circumstances, ATTORNEY will not have more than one time keeper bill for attendance at meetings, including the meetings with COUNTY representatives and internal conferences, and in the event that more than one person attends, only the time of the person with the highest rate will be billable. Approval for action on the part of the ATTORNEY may be accomplished by letter, email, or verbally by the County Attorney or his/her designee, if verbal approval is given the attorney may verify that approval by email to ATTORNEY or CLERK(as necessary for billing purposes). 3 6.4.2. Time keeper changes Time keepers approved by the COUNTY are listed in paragraph 6.3 of this Agreement, and may be amended from time to time,upon mutual agreement of the COUNTY and the ATTORNEY,to evidence the then-current circumstances. Additional time keepers may be added by amendment to this agreement and approval by the Board of County Commissioners.In the event that additional time keepers providing services,which are to be billed to COUNTY, are to be added,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. COUNTY 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. 6.5. Existing work product To the extent the ATTORNEY makes use of existing work product, e.g., in the form of research previously performed for another client, then ATTORNEY shall bill only that time expended in using that work product for COUNTY. In other words,no premium, markup, or other adjustment shall be made to COUNTY bill for time spent on work already performed. 7. BILLING OF FEES AND EXPENSES ATTORNEY shall comply with the following requirements as to billing fees and expenses as a condition precedent to COUNTY'S obligation to pay each bill: 7.1. Monthly bills Unless otherwise agreed in a writing signed by the COUNTY,bills shall be issued monthly by ATTORNEY within thirty (30) days after the close of each month. ATTORNEY understands that COUNTY requires prompt bills in part to facilitate effective management of the representation and fees. 7.2. Bill format ATTORNEY shall provide detailed, itemized bills which shall, at a minimum: 7.2.1 Description Provide a general description of the matter, to include the name of the COUNTY department or constitutional officer, if not indicated in the title of the matter, for which legal services are being performed (e.g. Richard Roe v. Monroe County—EEO Claim); a description of the work performed in enough detail so that each item is distinguishable from other listed items and sufficient to allow COUNTY to determine the necessity for and reasonableness of the time expended, the services performed, the project or task each service relates to, the subject and purpose of each service, and the names of others who were present or communicated with in the course of performing the service. For example, simply the word"research"is not acceptable, more detail about the type of research and what was determined by the research is necessary. 4 7.2.2 Personnel Clearly identify each time keeper performing services in conjunction with each entry. Clearly identify all persons who are not full-time lawyers employed by the ATTORNEY'S firm (including paralegals, employees of ATTORNEY with their titles, subcontractors, independent contractors, temporary employees, and outsourcing providers). Personnel who are not listed as additional time keepers 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. 7.2.4 Totals and By Task State the amount of time expended by each time keeper broken down for each task. 7.2.5 Summary of Rates It is understood that the billing rate is a per hour as set forth in paragraph number 6.3. In a summary at the beginning or end of the bill, provide the current hourly rate for each time keeper, the total 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 amount, by task. In addition, each monthly statement should show the aggregate billing for that matter from the commencement of the matter through the currently-billed month. 7.3. Expenses COUNTY will pay the actual, reasonable cost of the following expense items if incurred in accordance with the guidelines below (a copy of the form used by the County may be provided for your convenience) and promptly itemized in ATTORNEY'S monthly bill: 7.3.1 Reimbursable expenses Actual cost for necessary long distance telephone calls, tele copying at $.25 per outgoing page, overnight or expedited delivery, couriers,photocopying at$.15 per page,postage, court fees, and other expenses approved in advance by COUNTY.In order to receive reimbursement Attorney must attach copy of invoice from overnight or expedited delivery, couriers, long distance carriers and indicating which calls are related to this agreement. All charges shall be reasonably documented on invoices to demonstrate that the charge is related to this agreement. 7.3.1.1. Expedited or emergency gency services ATTORNEY is expected to avoid using expedited or emergency services, such as express delivery services, couriers, tele copying, overtime, and so on, unless necessary because of unexpected developments or extremely short deadlines. COUNTY may refuse to pay for any such 5 expenses when incurred routinely or because of ATTORNEY'S failure to manage the matter efficiently. 7.3.1.2. Computerized research ATTORNEY is expected to use computerized research services cost-effectively to reduce time spent on research,for example,while closely-monitoring computerized research to insure that the charges are reasonable and necessary. ATTORNEY is expected to pass through to COUNTY any discounts or other arrangements that reduce the cost of computerized services. All charges shall be reasonably documented on invoices to demonstrate that the charge is related to this agreement. 7.3.1.3. Photocopying ATTORNEY is encouraged to use outside copying services if this will reduce the cost of large-volume copying,provided that these expenses are efficient, cost-effective, and incurred and billed in accordance with this Agreement. ATTORNEY is responsible for insuring that all copying complies with copyright obligations. All charges shall be documented on invoices to demonstrate that the charge is related to this agreement. 7.3.1.4. Transcripts Transcripts should not be ordered without prior approval from COUNTY. Transcripts should not be ordered on an expedited basis unless necessary and approved in advance by COUNTY. ATTORNEY should obtain digital electronic/computerized copies of transcripts when available at a reasonable cost to avoid charging for time spent digesting or indexing transcripts, and to allow COUNTY to maintain a digital electronic/computerized database of all transcripts. 7.3.1.5 Travel Expenses Travel expenses within the ATTORNEY'S local area, defined as a radius of 50 miles from the time keeper's office, will not be reimbursed and time in transit is not billable. Travel expenses outside the local area may only be reimbursed if the travel was approved in advance by COUNTY. Reimbursable travel expenses are the cost of transportation by the least expensive practicable means (e.g., coach class air travel), the cost of reasonable hotel accommodations, and the cost of transportation while out of town (e.g., by cab or rental car, whichever is reasonable, at the lowest available rate). Cab fare to and from the originating airport is reimbursable. Expenses will be reimbursed in accordance with the applicable provisions of Florida Statute 112.061 for "approved travelers" and of the Monroe County Code Article XXVI and shall be summarized on the Monroe County Travel Form by ATTORNEY with all applicable receipts attached thereto. 7.3.1.6 Travel Time Time spent in transit outside Attorney's local area may be billed only if ATTORNEY or time keeper is unable to avoid traveling by using other forms of communication or it is determined by the County Attorney that travel is in the County's best interest. Travel by more than one time keeper at the same time to the same destination is allowed with approval from COUNTY 6 ATTORNEY. In order to be reimbursed for airline tickets, the boarding pass shall be attached to the invoice. Approved travel time during normal business hours, defined weekdays from 8:30 a.m. to 6:00 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 billed at one-half the hourly rate listed for the time keeper in paragraph 6.3 of this Agreement. 7.3.2. Non-reimbursable expenses The following expenses will in no event be reimbursable without written approval by County Attorney and approval by the Board of County Commissioners: 7.3.2.1. Personal and Office Costs Meals for 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 library materials, internal filing or other document handling charges, clerical expenses, stationery and other supply expenses, utilities, and any other expense that is either unreasonable or unnecessary. (The fact that ATTORNEY charges other clients or that other firms charge their clients for an expense does not make it reasonable or necessary under this Agreement.) 7.3.2.2. Experts, consultants, support services, outsourced services, etc. ATTORNEY is not authorized to retain experts, additional counsel, consultants, support services, or the like, outside ATTORNEY'S law firm, without approval by County Attorney. If 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 writing,ATTORNEY shall obtain a written retainer agreement, in a form which may be specified by COUNTY, from each service provider, with bills from each provider being sent to both ATTORNEY and COUNTY. 7.3.2.3 Temporary Staffing ATTORNEY will not bill COUNTY for the time and expenses of temporary employees, including so-called"Temps"or contract ATTORNEYS or other staff from outside companies,nor "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 disclosure of the actual amount paid or to be paid to the individual.Unless COUNTY expressly agrees in writing to paying additional amounts after full disclosure by ATTORNEY, ATTORNEY may not charge COUNTY more than the actual cost paid by ATTORNEY. 7 7.3.2.4. Expenses not passed through at actual cost COUNTY will not pay any markup for expenses. COUNTY will only reimburse the ATTORNEY for their actual approved out-of-pocket costs and expenses, 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). 7.3.2.5. Overhead not charged to County_ COUNTY will not pay for any "expense" items that are in fact part of ATTORNEY'S overhead, which should be included within ATTORNEY'S fee, the determination of which expenses fall into this category are strictly within the discretion of the COUNTY. 7.3.3. Advance approval of expenses ATTORNEY shall obtain approval from COUNTY ATTORNEY before incurring any expense in excess of $1,000.00 if ATTORNEY expects to be reimbursed for that expense. COUNTY, in its discretion, may refuse to pay any expense for which approval was not obtained by ATTORNEY. 7.3.4. Copies of receipts for expenses ATTORNEY shall include copies of receipts for all expenses with the itemized monthly bill. COUNTY may refuse to pay any expense item for which documentation is not provided by ATTORNEY. 7.3.5. Expenses (and fees) after termination Upon termination of the representation, ATTORNEY shall promptly bill COUNTY for any remaining reimbursable expenses and fees. COUNTY may refuse to pay any fees or expenses not billed within 60 days of termination of the representation. ATTORNEY is also expected to cooperate promptly with all aspects of termination and, if applicable, transition to other counsel. 7.4. Bill and expense documentation ATTORNEY must maintain supporting documentation for invoices until at least one year after the termination of the representation. This documentation shall be made available by ATTORNEY to COUNTY (or COUNTY'S designated representative, including an accountant, the County Clerk or County Clerk's representative, or legal bill auditor)upon COUNTY'S written request. ATTORNEY agrees to cooperate with any examination of this documentation and ATTORNEY'S fees and expenses, e.g., by responding promptly and completely to any questions COUNTY or its designated representative may have. ATTORNEY shall notify COUNTY in writing at least 60 days in advance of destroying any such records and, in the event that COUNTY requests that they be preserved, shall preserve them at least one additional year or, at the option of the COUNTY, delivered to the COUNTY for storage by the COUNTY, with COUNTY responsible for paying the actual cost of storage. This documentation shall include, for example, original time records, expense receipts, and documentation supporting the amount charged by ATTORNEY for expense items generated by ATTORNEY or his or her firm. COUNTY reserves the right not to pay any fee or expense item for which sufficient documentation or expense item 8 for which sufficient documentation is not available to determine whether the item was necessary and reasonable. 7.5 Entertainment ATTORNEY shall not be reimbursed for costs of entertainment, such as in room movies and alcoholic beverages. Furthermore, only meals for ATTORNEY and/or approved time keeper shall be reimbursed in accordance with the provisions in this Agreement. 8. PAYMENT TERMS ATTORNEY'S request for payments and reimbursements may be made in either the ATTORNEY'S name or the name of the ATTORNEY'S law firm, as appropriate. ATTORNEY bills complying with this Agreement are due and payable according to the Local Government Prompt Payment Act. If the bill materially fails to comply with the requirements of this Agreement, then it is not due and payable until ATTORNEY remedies its deficiencies. 9. MATTER MANAGEMENT COUNTY will expect that all communications between ATTORNEY, and additional time keepers, and COUNTY will be reviewed by ATTORNEY and that ATTORNEY will serve as the point of contact for this matter, including billing questions. The COUNTY contact for this Agreement shall be: Pedro J. Mercado, Esq. Monroe County Attorney's Office 1111 121h Street, Suite 408 Key West, Florida 33040 (305) 292-3470 (office) (305) 292-3516 (facsimile) Mercado-Pedro@monroecounty-fl.gov 9.1. Case monitoring COUNTY will be advised promptly by ATTORNEY 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. COUNTY will promptly receive from ATTORNEY copies of all orders, opinions, pleadings, briefs, memoranda (internal and external), correspondence, and any other document material to the subject matter of this Agreement, such that the COUNTY will have a current, up-to-date, "mirror" copy of the COUNTY'S file maintained by ATTORNEY. For discovery materials or exhibits that are lengthy, ATTORNEY should discuss them with COUNTY before providing a copy. Documents available in digital electronic/computerized form should be provided in that form in lieu of paper copies, if requested by County. Additionally, ATTORNEY may be required to submit, on a monthly basis, a case status and progress report to be submitted to the Board of COUNTY Commissioners. The format of the report shall be in the form required by the COUNTY ATTORNEY. 9 9.2. Case control ATTORNEY shall discuss all significant issues of strategy and tactics, including motions, discovery, pleadings, briefs, trial preparation, experts, and settlement, with COUNTY before implementation. ATTORNEY is expected to exercise independent professional judgment. 9.3. ATTORNEY cooperation ATTORNEY will cooperate with COUNTY or COUNTY'S representatives to promptly provide all information COUNTY requests or needs about the subject matter of this Agreement and ATTORNEY'S bills and handling of the matter. 9.4. COUNTY cooperation ATTORNEY shall be lead counsel on the matter; however, ATTORNEY agrees that the lawyers employed by the Monroe County Attorney's Office may enter an appearance as co-counsel in the matter. ATTORNEY should consult with COUNTY about all opportunities for COUNTY to save money or make use of COUNTY'S expertise to assist in, e.g., responding to discovery, preparing for trial, locating experts, and the like. COUNTY may also have personnel and facilities available to reduce the expenses related to the subject matter of this Agreement. 10. CONFIDENTIALITY AND PUBLIC RELATIONS ATTORNEY is not authorized to waive or release any privilege or other protection of information — confidential, secret, or otherwise — obtained from or on behalf of COUNTY. ATTORNEY is to keep all confidential, privileged, or secret information confidential. This requirement is perpetual, i.e., it will continue even after the termination of the relationship and this Agreement. 10.1 Prohibition against use of information This requirement is also intended to prohibit ATTORNEY from using information obtained from or on behalf of COUNTY, including work product prepared at COUNTY'S expense, for other clients of ATTORNEY or his or her firm,without COUNTY'S advance written approval. 10.2 No use of County for marketing purposes ATTORNEY is not authorized to identify COUNTY as a client, e.g., for purposes of marketing or advertising, without COUNTY'S approval. 11. OWNERSHIP OF ATTORNEY FILES AND WORK PRODUCT ATTORNEY understands that all files and work product prepared by ATTORNEY or his or her firm at the expense of COUNTY(or for which COUNTY is otherwise billed)is the property of COUNTY. Without COUNTY'S written approval, this work product may not be used by ATTORNEY or his or her firm nor disclosed by ATTORNEY or his or her firm to others, except in the normal course of ATTORNEY'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 10 they be preserved, shall preserve them at least one additional year(with COUNTY responsible for paying the actual cost of storage). ATTORNEY shall provide COUNTY with prompt access to (including the ability to make copies of) all ATTORNEY files and work product, regardless of whether the representation or matter is ongoing and whether ATTORNEY fees and expenses have been paid in full. 12. DISPUTE RESOLUTION ATTORNEY and COUNTY agree that if a dispute arises between them that neither shall be required to enter into any arbitration proceedings related to this Agreement. 12.1. Disputes regarding Attorney fees or expenses and interpretation COUNTY and ATTORNEY agree that all disputes and disagreements between them regarding interpretation of the Agreement shall be attempted to be resolved by a meet and confer session between representatives of COUNTY and ATTORNEY. If the issue or issues are still not resolved to the satisfaction of both within thirty (30) days after the meet and confer session, then either shall have the right to terminate the Agreement upon ten(10)business days'notice in writing to the other party. 12.2 Disputes regarding interpretation COUNTY and ATTORNEY agree that all disputes and disagreements between them regarding interpretation of the Agreement shall be attempted to be resolved by a meet and confer session between representatives of COUNTY and ATTORNEY. If the issue or issues are still not resolved to the satisfaction of both within thirty(30)days after the meet and confer session,then either shall have the right to terminate the Agreement upon ten(10)business days' notice in writing to the other party. 12.3 Legal or Administrative procedures In the event any administrative or legal proceeding is instituted against either the COUNTY or ATTORNEY relating to the formation, execution, performance, or breach of this Agreement, the COUNTY 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; institution of any administrative or legal proceeding shall constitute immediate termination 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 COUNTY at the time of filing any administrative or legal proceeding. 12.4 ATTORNEY'S Fees and Costs In the event any administrative proceeding or cause of action is initiated or defended by the COUNTY or ATTORNEY relative to the enforcement or interpretation of this Agreement,the prevailing parry shall be entitled to an award of reasonable attorney's fees, and court costs, as an award against the non-prevailing parry, and shall include reasonable attorney's fees, and court costs in appellate proceedings. 11 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 the usual and customary procedures required by the circuit court. 13. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, or via email, to the following: FOR COUNTY County Administrator and County Attorney 1100 Simonton Street PO Box 1026 Key West, FL. 33040 Key West, FL 33040 FOR ATTORNEY Mechanik Nuccio Hearne & Wester P.A. Travis Moore Hearne, Shareholder 3225 S. MacDill Avenue 4317 Tampa, Fl. 33629 travis@floridalandlaw.com 14. GOVERNING LAW AND VENUE This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. Venue for any legal action which may arise out of or under this agreement shall be in Monroe County, Florida. 15. ENTIRE AGREEMENT The entire agreement between the COUNTY and ATTORNEY with respect to the subject matter hereof is contained in this Agreement. This Agreement supersedes all oral and written proposals and communications between the COUNTY and ATTORNEY related to this Agreement. No provision of this Agreement shall be deemed waived, amended or modified by either parry unless such waiver, amendment or modification is in writing and signed by the party against whom the waiver, amendment or modification is claimed. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their permitted successors and assigns. 16. FLORIDA GOVERNMENT-IN-THE-SUNSHINE LAW ATTORNEY agrees that, unless specifically exempted or excepted by Florida law, the provisions of Section 286.011, Florida Statutes, generally require full and public discussion of matters to be voted upon by the Board of County Commissioners. ATTORNEY agrees to consult 12 with the COUNTY ATTORNEY'S office concerning the application of the Sunshine Law from time to time concerning specific circumstances that may arise during the term of this Agreement. 17. FLORIDA PUBLIC RECORDS LAW ATTORNEY agrees that, unless specifically exempted or excepted by Florida, 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 Attorney's 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. Public Records Compliance. ATTORNEY must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The COUNTY and ATTORNEY shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and ATTORNEY in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the ATTORNEY. Failure of the ATTORNEY to abide by the terms of this provision shall be deemed a material breach of this contract and the COUNTY may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The ATTORNEY is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the ATTORNEY is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records,provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the ATTORNEY does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the ATTORNEY or keep and maintain public records that would be required by the County to perform the service. If the ATTORNEY transfers all public records to the County upon completion of the contract, the ATTORNEY shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the ATTORNEY keeps and maintains public records upon completion of the contract, the ATTORNEY shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. 13 (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the ATTORNEY of the request, and the ATTORNEY must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the ATTORNEY does not comply with the COUNTY's request for records, the COUNTY shall enforce the public records contract provisions in accordance with the contract, notwithstanding the COUNTY's option and right to unilaterally cancel this contract upon violation of this provision by the ATTORNEY. An ATTORNEY who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. The ATTORNEY shall not transfer custody,release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE 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: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH ST., SUITE 408, KEY WEST, FL 33040, publicrecords@monroecounty-fl.gov, (305) 292-3470. 18. NO ASSIGNMENTS ATTORNEY shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County,which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the Board. 19. TERMINATION Either of the parties hereto may terminate this contract without cause by giving the other party fifteen (15)business days written notice of its intention to do so. 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 ATTORNEY'S representation of COUNTY or obtained due to ATTORNEY'S representation of COUNTY. 14 19.2 Restriction on Communications ATTORNEY agrees not to communicate with the public, including the press, about ATTORNEY's representation of COUNTY in this matter. 20. SEVERABILITY If a term, covenant, condition or provision of this Agreement shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provision of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and ATTORNEY agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 21. CAPTIONS The captions set forth herein are for convenience of reference only and shall not define, modify, or limit any of the terms hereof. 22. 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 COUNTY or ATTORNEY from any obligation or responsibility imposed upon each by law except to the extent of actual and timely performance thereof by the other, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further this Agreement is not intended to authorize, nor shall it be construed as authorizing, the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida Constitution, state statutes, case law, and, specifically, the provisions of Chapter 125, Florida Statutes. 23. RECORDS ATTORNEY shall keep such records as are necessary to document the performance of its services as set forth in 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 bodies. It is the responsibility of ATTORNEY to maintain appropriate records to insure a proper accounting of all collections and remittances in this matter. ATTORNEY shall be responsible for repayment of any and all reasonable audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. 24. MONROE COUNTY CODE ETHICS 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 1990. For breach or violation of this provision the COUNTY may, at its discretion, terminate this 15 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 gifts, doing business with one's agency, unauthorized compensation, and misuse of public position, conflicting employment or contractual relationship, and disclosure of certain information. 25. PUBLIC ENTITY CRIME STATEMENT Florida law provides that person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on an agreement to provide any goods or services to a public entity,may not submit a bid on an agreement with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, sub contractor, or consultant under an agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of thirty-six(36)months from the date of being placed on the convicted vendor list. ATTORNEY warrants the neither ATTORNEY nor any authorized time keeper has been named to the convicted vendor list. 26. ANTI-KICKBACK ATTORNEY warrants that no person has been employed or retained to solicit or secure this Agreement upon any contract or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the COUNTY has any interest, financially or otherwise, in this Agreement, except as expressly stated herein. For breach or violation of this warranty, the COUNTY shall have the right to annul this agreement without liability or, in its discretion,to deduct any sums to be paid by COUNTY under this Agreement,or otherwise recover, the full amount of such commission,percentage, brokerage or contingent fee. 27. MODIFICATIONS AND AMENDMENTS Any and all modifications and Amendments of the terms of this Agreement shall be in writing and executed by the Board of County Commissioners for Monroe County and by ATTORNEY in the same manner as this Agreement. 28. INDEPENDENT CONTRACTOR At all times and for all purposes hereunder, ATTORNEY is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed so as to find ATTORNEY or any of the authorized time keepers, to be the employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights,privileges or benefits of employees of Monroe County. 29. COMPLIANCE WITH LAW In carrying out ATTORNEY'S obligations under this agreement, ATTORNEY shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this 16 Agreement, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to ATTORNEY. 30. LICENSING ATTORNEY warrants that ATTORNEY and additional time keepers do presently have, shall have prior to commencement of work under this Agreement, and at all times during said work, all required licenses and permits whether federal, state, County or City. 31. NON-DISCRIMINATION ATTORNEY agrees that he or she will not discriminate against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. ATTORNEY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685- 1686),which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92- 255), as amended,relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91- 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended,relating to nondiscrimination in the sale, rental or financing of housing; 9)The Americans with Disabilities Act of 1990(42 USC ss. 12101), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) All requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-assisted programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended; and 12) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 32. NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and ATTORNEY agree that 17 neither the COUNTY nor ATTORNEY or any officer, agent, or employee of each shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated under this Agreement. 33. ATTESTATIONS ATTORNEY agrees to execute such documents as the County may reasonably require, to include a Vendor Certification Regarding Scrutinized Businesses, an Affidavit Attesting to Noncoercive Conduct for Labor and Services, and a Foreign Entities Affidavit. 34. COUNTY AUTHORITY This Agreement has been duly noticed at a legally held public meeting conducted in Monroe County, Florida. COUNTY'S performance and obligation to pay under this contract, is contingent upon annual appropriation by the Board of County Commissioners. 35. HOLD HARMLESS AND INSURANCE ATTORNEY certifies that it maintains a minimum professional liability coverage for ATTORNEY and additional time keepers in the amount of $5 Million. ATTORNEY agrees to keep the same amount of coverage or more at all times and to provide proof of said coverage to COUNTY at COUNTY'S request at any time during the term of the Agreement. 36. NO PERSONAL LIABILITY No covenant or obligation contained in this Agreement shall be deemed to be a covenant or obligation of any member, officer, agent or employee of the Board of County Commissioners of Monroe County in his or her individual capacity and no member, officer, agent or employee of the Board of County Commissioners of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 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 which taken together shall constitute one and the same instrument and the COUNTY and ATTORNEY may execute this Agreement by signing any such counterpart. THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. 18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first written above. MONROE COUNTY (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK OF MONROE COUNTY By: By: Deputy Clerk Mayor DATE: MECHANIK NUCCIO HEARNE& WESTER P.A. By: Travis Moore Hearne, Esq. Shareholder and Authorized Representative DATE: 19 Attachment A Letter of Engagement 20 Attachment A MECHANIK NUCCIO HEARNE & WESTER A PROFESSIONAL ASSOCIATION ATTORNEYS AND COUNSELORS AT LAW W. GREGORY GOLSON CANNON L. HEARNE MAILING ADDRESS: FRANK L. HEARNE 3225 S. MacDill Avenue#317 TRAVIS MOORE HEARNE Tampa, Florida 33629 DAVID M. MECHANIK TEL: (813)276-1920 VINCENT L. NUCCIO,JR. WILLIAM R. PAUL FAX: (813)276-1560 ALLISON DICUS THOMPSON E-MAIL:travis@floridalandlaw.com JOHN B. NEUKAMM, Of Counsel www.floridalandlaw.com J. MEREDITH WESTER, Retired April 11, 2025 Bob Shillinger, Esq. County Attorney Monroe County Attorney's Office 1111 121h St., Suite 408 Key West, FL 33040 Shillinger-Bob@monroecounty-fl.gov (305) 292-3470 Re: Monroe County,Florida/Legal Representation &Institutional Controls Regarding ERIC_7416/Joe London Fire Training Academy Dear Bob: We are pleased that you have agreed to retain Mechanik Nuccio Hearne & Wester, P.A. ("Mechanik Nuccio') as counsel to represent Monroe County, Florida ("you" or the "Client") in the matters described under Nature of Engagement below. Pursuant to this agreement, you are retaining Mechanik Nuccio for the limited task of preparing and implementing for the site named above institutional and/or engineering controls pursuant to rules and guidance promulgated by the Florida Department of Environmental Protection ("FDEP"). Pursuant to our discussions with Joe Marsh of Stantec("Stantec"), our invoices for this matter will be sent to and may be paid directly by Stantec. We wish to emphasize that for purposes of this Agreement, Stantec is considered a non-client third party payor on behalf of the Client and that our execution of this Agreement establishes an attorney-client relationship between our law firm and the Client. This Agreement does not establish and attorney-client relationship between our law firm and Stantec.Your execution of this Agreement constitutes your informed consent pursuant to Rule 4.18(f)of the rules regulating the Florida Bar to Stantec's payment of our law firm's legal invoices. Notwithstanding anything to the contrary in this Agreement, our firm's total invoices shall not exceed $22,100.00 (the "Approved Budget"), which amount was set forth in the January 6, 2025 Cost Proposal, without prior written approval by the Client,which approval may be given by Stantec on the Client's behalf. The Approved Budget reflects a best estimate of the costs of the services required; however, given the unpredictability and influence of the positions and actions of third parties, including FDEP, we cannot guarantee that the institutional controls can be implemented and site closure achieved within the Approved Budget. MNHW/Monroe County/Legal Services Agreement April 11,2025 Page 2 The Florida Bar encourages the use of written agreements to avoid possible misunderstandings concerning the nature of the engagement and the basis of payment for the legal services to be rendered. Accordingly, the proposed terms of our representation are outlined below for your review and approval. This letter and the enclosed Mechanik Nuccio Standard Terms and Conditions Addendum (the "Addendum') describe the basis on which our law firm will provide legal services to the Client and bill for those services. This letter and the Addendum will govern the work to be performed by us with respect to the above matter,as well as all other legal work(and related costs) accomplished by Mechanik Nuccio for the Client, unless a different fee and cost arrangement for such work is agreed upon in writing by the parties. 1. Nature of Eneagement: You have engaged Mechanik Nuccio to assist the Client in the limited task of preparing and implementing for the site named above institutional and/or engineering controls pursuant to rules and guidance promulgated by the Florida Department of Environmental Protection FDEP. This letter is intended to apply to both the above initial tasks as well as (a) any resulting additional tasks we perform(such as negotiation of various agreements and other transaction assistance),and(b)any other matters for which you request our assistance and we agree to undertake. In each assignment,we will strive to perform our services for you effectively and efficiently. Any advice that we may provide to you will be based upon our professional judgment. 2. Fees and Attorneys Providing Services: In charging for our services in the above-referenced matters, we will consider all of the factors outlined in the Rules of Professional Conduct which govern Florida lawyers, and we will identify and analyze all factors that we consider relevant and necessary to measure the fair and reasonable value of our services.These include the time and labor required,the novelty and difficulty of the legal issues, the skill required to properly perform the services, any time limitations imposed under the circumstances, the amount involved, and the results obtained. We record all time required to perform our services, and hourly rates are applied to the recorded time in our billing process. Unless we agree otherwise, the Mechanik Nuccio fees will be calculated by multiplying the time spent in performing the work during the period covered by the invoice, by the established hourly rates of Mechanik Nuccio personnel who performed that work. Our current hourly rates for this matter for the attorneys who are expected to be doing most of the work on the initial assignment are as follows: Travis Moore Hearne(Shareholder) -$325.00 Cannon L. Hearne(Associate) - $250.00 Susan M. Merritt(Paralegal) - $125.00 Our rates are subject to change annually. We are happy to discuss with you any questions you may have concerning our fees or the basis of our charges.We expect our clients to be satisfied with both the services we perform and the reasonableness of our billings. Please let us know if for any reason you do not find our performance or our charges to be satisfactory. 3. Costs and Expenses: Any out-of-pocket expenses (such as special telephone charges, extensive photocopying, special mailing or air courier charges,filing fees, etc)will be separately itemized on our statements.We also may forward certain cost bills to you for payment directly to the vendor. 4925-9895-6572,v. 1 MNHW/Monroe County/Legal Services Agreement April 11,2025 Page 3 4. Submission and Payment of Statements: Mechanik Nuccio generally submits statements for services rendered plus costs advanced on a monthly basis, with the statements to be paid in full within thirty (30) days after receipt. We will e-mail our invoices to Stantec and copy you unless you tell us that you prefer that we send them by U.S. mail service. Any statement not paid when due will bear interest at the rate of 1% percent per month for each month the statement remains unpaid. In the event that any statement is not paid in full within thirty (30) days after receipt, Mechanik Nuccio will have the option to withdraw from this representation. 5. Retainer: Given the nature of this engagement, we are waiving the requirement of any new or additional retainer in this matter. We reserve the right to request additional retainers from time to time in the future. 6. Conflicts: At this time, we are not aware of any conflict of interest involving our representation of each of you in the matters described above under Nature of Engagement.In the event that we discover a conflict of interest in the future, we intend to notify you immediately in order to determine whether we can proceed with our representation or whether it would have to be terminated. This letter constitutes the "Accompanying Letter"described in the Addendum, and, together with the Addendum, constitutes the arrangement upon which we have agreed to undertake representation of the legal matters described in this letter. Please review all such terms and conditions. If the arrangement described in this letter and the Addendum meets with your approval, please sign below and also at the bottom of page 3 of the Addendum, and then return to me a fully signed copy of the complete letter (including the Addendum). After you sign and return this letter (including the signed Addendum), if you need our Form W-9,please send an email request for it to: mnhwLa)floridalandlaw.com. Very truly yours, Mechanik Nuccio Hearne &Wester,P.A. By: Travis Moore Hearne, Esq., Shareholder Enclosure: Mechanik Nuccio Standard Terms and Conditions Addendum APPROVED AND AGREED to as of the day of 2025 by the undersigned. MONROE COUNTY,FLORIDA Signature Print Name: Title: 4925-9895-6572,v. 1 Mechanik Nuccio Standard Terms and Conditions Addendum This Addendum sets forth the standard terms and conditions upon which Mechanik Nuccio Hearne & Wester, P.A. ("Mechanik Nuccio") provides legal services to its clients and bills for those services. This Addendum accompanies a letter (the "Accompanying Letter") addressed to a party or parties (collectively, with those identified therein as being represented by Mechanik Nuccio, referred to as the "Client") who has or have agreed to become obligated to Mechanik Nuccio for the payment of all fees charged and costs incurred by Mechanik Nuccio (collectively, the "Financial Obligations"). This Addendum and the Accompanying Letter comprise the entire agreement between the Client and Mechanik Nuccio with regard to the Financial Obligations and may not be modified or amended by past or future oral statements or by course of conduct,but only pursuant to a writing signed by the Client and Mechanik Nuccio. L Professional Undertaking: An attorney of Mechanik Nuccio who has signed the Accompanying Letter (the "Attorney in Charge") will have primary responsibility for the representation of the Client, and may, in his or her discretion,utilize the services of other attorneys and legal assistants in Mechanik Nuccio to assist in performing the work.If at any time the Client has any questions concerning the utilization of other attorneys or legal assistants,or any other matters,the Client should contact the Attorney in Charge. If the Client includes a legal entity,Mechanik Nuccio's representation of that entity does not by itself make any of that entity's constituent members (e.g.,partners, members, shareholders or beneficiaries) clients of Mechanik Nuccio,nor does it signify that Mechanik Nuccio, either directly or indirectly,owes any professional duty to any of those constituent members, notwithstanding that any such constituent member may be referred to herein by the defined term "Client" for the specific purposes such term is used herein, including (without limitation) the individual responsibility for payment of the Client's Financial Obligations to Mechanik Nuccio as an Additional Responsible Party as described in Paragraph 6 below. Consequently,Mechanik Nuccio shall not be required to withdraw from representing a legal entity included as part of the Client in the event that such representation is,or might become,adverse to the individual interests of any of that entity's constituent members. 2. Employment of Outside Professionals: In the event Mechanik Nuccio deems it necessary to employ additional professionals with specialized skills (e.g., investigators, surveyors, appraisers, environmental consultants, expert witnesses),then, after consultation with and consent from the Client,additional professionals may be employed by Mechanik Nuccio either in the name of the Client or,in the discretion of Mechanik Nuccio,in the name of Mechanik Nuccio. In either event,the Client will be responsible to pay the fees of such professionals upon being invoiced by Mechanik Nuccio or by such professionals for those fees. Reimbursement of Mechanik Nuccio by the Client for such invoices paid by Mechanik Nuccio will be subject to the provisions of Paragraph 5 of this Addendum. 3. Billings: The Finn's invoices are generally prepared and mailed during the month following the month in which services that it covers are rendered and the expenses and costs that it covers are reported in Mechanik Nuccio's books. Each invoice is payable in full upon receipt.Failure to question any invoice in writing within thirty(30)days after receiving it will be considered an approval and acceptance of that invoice. In the event Mechanik Nuccio receives a payment from the Client at a time when more than one invoice is outstanding on any one or more matters, Mechanik Nuccio will apply that payment to any such open invoice, unless the payment is accompanied by the remittance copy of the invoice being paid or some other written indication from the Client directing how the payment is to be applied. When in the course of or at the conclusion of the representation Mechanik Nuccio receives money on the Client's behalf, such as a money judgment or settlement or the closing of a transaction,Mechanik Nuccio will be entitled,at its option,to pay Mechanik Nuccio's outstanding invoices from such monies. Similarly,if attorneys' fees are awarded to the Client and are paid by the other party involved,the Client hereby assigns its right to receive those fees to Mechanik Nuccio as payment towards the Financial Obligations owed to Mechanik Nuccio. 46 Late Pavments, Costs of Collection, and Partial Invalidity: Because Mechanik Nuccio has ongoing overhead expenses and cost of funds, a monthly late charge is added for late payments of fees and costs. On the first day of each month the balance of any invoice then unpaid for more than one(1)month will be subject to a late charge of one percent (1%)per month,whether or not that charge appears on Mechanik Nuccio's invoices to the Client. That rate may be adjusted from time to time. In the event that it is necessary to institute legal proceedings to collect Mechanik Nuccio's fees and costs, Mechanik Nuccio will also be entitled to recover reasonable attorneys' fees, paralegal fees, and charges and other costs of collection, even if such services and costs are provided by Mechanik Nuccio. Any provision of this Addendum which is unenforceable or invalid or the inclusion of which would adversely affect the validity, legality, or enforcement of this Addendum shall be of no effect,but all the remaining provisions of this Addendum shall remain in full force and effect. Addendum Page 2 5 Omitted. 6. Responsibility for Pavment:The Client will be responsible to Mechanik Nuccio for all Financial Obligations arising out of the services rendered by Mechanik Nuccio to the Client. However, when Mechanik Nuccio is engaged to represent entities (whether currently existing or newly created) that are closely held,whose principal assets are leveraged,to be leveraged,are not readily marketable,or the continued existence or value of which depends on the services that Mechanik Nuccio is being engaged to provide, Mechanik Nuccio may seek to avoid any potential credit or payment difficulties by requiring individuals that are involved in the ownership of such entities to assume responsibility,on a joint and several basis, for the Financial Obligations owed by the Client to Mechanik Nuccio(the "Additional Responsible Parties").The Client(and the Additional Responsible Parties, if any) shall be jointly and severally liable for the Financial Obligations of the Client and for all services rendered to any entity affiliated with the Client for which Mechanik Nuccio is asked to provide services. If Mechanik Nuccio is required to testify, produce documents or respond to other requests in connection with proceedings commenced by third parties that relate to Mechanik Nuccio's representation of the Client, the Client (and the Additional Responsible Parties, if any) shall be liable for the reasonable fees and costs incurred by MechanikNuccio. 7. Credit Checks: The Firm may, at its sole option,conduct a credit investigation,including but not limited to requesting a consumer report or an investigative consumer report (a "Credit Check"),on the Client and any of the Additional Responsible Parties.By execution and delivery of the Accompanying Letter,the Client and the Additional Responsible Parties, if any,hereby individually and collectively authorize Mechanik Nuccio to undertake such Credit Checks. 8 Client Expectations: Unless Mechanik Nuccio has agreed otherwise in a writing signed by the Attorney in Charge, the Client's responsibility for payment of its Financial Obligations will not be contingent or in any way dependent upon the outcome of the representation or the results obtained.Since the fees and costs relating to this matter are not predictable, any estimate of fees and costs that may have been discussed represents only an estimate.Unless otherwise agreed by Mechanik Nuccio in writing,Mechanik Nuccio makes no commitment to the Client concerning the maximum fees and costs that will be necessary to resolve or complete this matter. Although the merits of the Client's position may be emphasized and optimism concerning the likelihood of success may be expressed,the Client understands that legal matters frequently take courses that cannot be anticipated and can have outcomes that cannot be predicted.Accordingly,the Client acknowledges that no guarantees have been given by Mechanik Nuccio and that no statements made by any person on behalf of Mechanik Nuccio may be relied upon by the Client concerning the outcome of any matter. 9 Title Insurance: If the transaction for which the Client has retained Mechanik Nuccio requires the issuance of a title insurance policy, Mechanik Nuccio may issue the policy and commitment therefor as agent of the title insurance company. If the cost thereof is to be paid by the Client, the title insurance premiums charged by Mechanik Nuccio for the issuance of any such commitment or policy will be based upon the minimum premium rate promulgated by the State of Florida Insurance Commissioner. The Firm is an agent for many title insurance companies and may act as agent for the title company issuing title insurance in the Client's transaction.As is standard with all title insurers in Florida,Mechanik Nuccio will receive a percentage of the premium,as agent for the title insurance company. Sums received by Mechanik Nuccio for acting as agent for a title insurer are in addition to,and not in lieu of,Mechanik Nuccio's standard fees as described in this Addendum. la Choice of Law, Venue and Forum Selection: This Addendum and the Accompanying Letter will be governed and construed under Florida law. The Firm, the Client, and the Additional Responsible Parties, if any, do hereby agree and consent that the state and federal courts situated in Monroe County, Florida, will have exclusive jurisdiction to adjudicate any claim, dispute or controversy of any nature arising out of or relating to this Addendum, the Accompanying Letter or the legal services provided pursuant thereto. 11 Termination: Every Client has the right to terminate Mechanik Nuccio's representation at any time and for any reason. Mechanik Nuccio has the same right, and under certain circumstances it may be required to terminate its representation of the Client, upon reasonable notice to the Client. Among the reasons for which Mechanik Nuccio may terminate are: (i) nonpayment or repeated late payment of the Client's Financial Obligations to Mechanik Nuccio after the Client has been notified that Mechanik Nuccio intends to withdraw unless such Financial Obligations are paid timely, (ii)the Client's breach or failure to comply with the terms of Mechanik Nuccio's engagement,including the provisions of the Accompanying Letter or this Addendum, (iii) the Client's failure or refusal to be forthright, cooperative and supportive of Mechanik Nuccio's efforts, (iv) the Client's misrepresentation of, or failure or refusal to disclose facts to Mechanik Nuccio which Mechanik Nuccio deems necessary for,or relevant to,the engagement, (v) the Client's refusal to accept or implement Mechanik Nuccio's advice, (vi) the Client's persistence in pursuing, or having Mechanik Nuccio pursue, an objective which Mechanik Nuccio considers to be criminal, fraudulent, actionable,repugnant or imprudent, (vii) discovery of a conflict with another client of Mechanik Nuccio,and(viii) any other reason permitted or required under the Rules of Professional Conduct 4925-9895-6572,v. 1 Addendum Page 3 that govern the legal profession in Florida.Upon termination of the engagement,either by Mechanik Nuccio or by the Client, the Client must sign all papers and documents which Mechanik Nuccio believes necessary to accomplish its withdrawal from the representation. Regardless of when or by whom the representation is terminated, and until such time as all outstanding Financial Obligations which are owed to the firm (whether billed or unbilled)have been paid in full: (a) Mechanik Nuccio reserves the right,to the extent permitted by law,to retain all of our files concerning the Client and to hold all documents,monies,or other property of the Client then in our possession;and (b) Mechanik Nuccio will have a lien, to the extent permitted by law, on all judgments, awards, damages or other assets or the proceeds thereof and all other monies which are recoverable or distributable to the Client as a result of any settlement,compromise, or court award then or thereafter obtained or achieved on its behalf in the matter whether by Client, by Mechanik Nuccio,or by any other attorneys who may succeed us in the matter. 12 Federal Tax Advice:The United States Treasury Department has issued certain Regulations (the "Treasury Regulations") governing our ability to render written advice on federal tax issues,which includes the federal tax treatment of an item of income, gain, loss, deduction or credit, the existence or absence of a taxable transfer of property, or the value of property for federal tax purposes. During the course of our representation of you, Mechanik Nuccio may provide you, from time to time,with written advice regarding federal tax issues.This written advice may include letters,e-mails,or memoranda. Please note that as a result of the Treasury Regulations,any written advice provided to you may not be used or relied upon by you for the purpose of(i)avoiding tax-related penalties that may be imposed by the Internal Revenue Service,or(ii)promoting, marketing,or recommending to another party any tax-related matters addressed herein,unless the author of such advice should specifically provide in writing that it is intended to be a"reliance opinion"or a"covered opinion" as such terms are defined under applicable Treasury Regulations. 13. Document and Record Status and Retention: Some documents and records relating to our representation of you belong to us (such as our administrative records, time and expense reports, billing and accounting records,personnel materials, document drafts, notes, internal memoranda, and our other internal records). Materials that belong to you ("Client Materials") include only (a) materials that you supply to us, and(b)the final version of documents you retain us to create (including executed and intended final forms of contracts, pleadings, trusts, offering documents, applications, questionnaires, analyses, and documents of that nature). You are entitled to receive any Client Materials in our possession upon your written request to us,subject only to your prior satisfaction in full of your Financial Obligations to us.However,you agree by your execution of this Addendum and the Accompanying Letter that Mechanik Nuccio may elect to destroy the Client Materials after six(6)years from the date on which time was last billed to the applicable matter. If we subsequently agree to transfer, destroy, or return any materials or records in a manner that is not in accordance with this Addendum and the Accompanying Letter(an "Exceptional Request'),you further agree to pay(i)our time charges involved at a rate of$200 per hour for the time each person involved in satisfying such Exceptional Request spends in doing so,plus (ii) any verified other related expense we incur in doing so. [SIGNATURE BLOCK APPEARS BELOW] 4925-9895-6572,v. 1 Addendum Page 4 This Addendum is approved and agreed to as of the day of 2025 by the undersigned. MONROE COUNTY,FLORIDA Signature Print Name: Title: 4925-9895-6572,v. 1 Liz Yongue From: Gomez-Krystal <Gomez-Krystal@MonroeCounty-FL.Gov> Sent: Monday, April 14, 2025 9:24 AM To: Ballard-Lindsey; County Commissioners and Aides; Kevin Madok; Senior Management Team and Aides; Liz Yongue; InternalAudit Cc: Shillinger-Bob; Williams-Jethon; Cioffari-Cheryl; Livengood-Kristen; Rubio-Suzanne; Pam Radloff; County-Attorney; Allen-John; Danise Henriquez; Hurley-Christine; Rosch- Mark; Gambuzza-Dina; Beyers-John; InternalAudit; Kevin Madok; Valcheva-Svilena; Powell-Barbara; Guerra-Cynthia Subject: RE: Item P9 BOCC 04/16/2025 REVISED BACKUP AND REVISED ITEM WORDING Attachments: UPDATED AIS 3932.pdf Importance: High Good morning, In addition to the revised back-up,this item also had revised wording. Please see the updated AIS. f'f. UNTY, 4-k" )RN .: From: Ballard-Lindsey<Ballard-Lindsey@ Mon roeCounty-FL.Gov> Sent: Friday, April 11, 2025 3:16 PM To: Gomez-Krystal <Gomez-Krystal@ Mon roeCounty-FL.Gov>; County Commissioners and Aides <County_Commissioners2@monroecounty-fl.gov>; Kevin Madok<kmadok@ Mon roe-Clerk.Com>; Senior Management Team and Aides<Senior_Management_Team_and_Aides@ Mon roecounty-fl.gov>; Liz Yongue<eyongue@monroe- clerk.com>; 'InternalAudit@monroeclerkFL.onmicrosoft.com' <InternalAudit@monroeclerkFL.onmicrosoft.com> Cc: Shillinger-Bob<ShiIIinger-Bob@ Mon roeCounty-FL.Gov>;Williams-Jethon <Williams-Jethon@MonroeCounty- FL.Gov>; Cioffari-Cheryl <Cioffari-Cheryl@MonroeCounty-FL.Gov>; Live ngood-Kristen <Livengood- Kristen@ Mon roeCounty-FL.Gov>; Rubio-Suzanne<Rubio-Suzanne@ Mon roeCounty-FL.Gov>; Pam Radloff <pradloff@monroe-clerk.com>; County_Attorney<Cou nty_Attorney@ Mon roeCou nty-FL.Gov>;Allen-John <Allen- John@MonroeCounty-FL.Gov>; 'Danise Henriquez' <d hen riquez@monroe-clerk.com>; Hurley-Christine<Hurley- Christine@MonroeCounty-FL.Gov>; Rosch-Mark<Rosch-Mark@ Mon roeCounty-FL.Gov>; Gambuzza-Dina <Gambuzza- Dina@MonroeCounty-FL.Gov>; Beyers-John <Beyers-John@MonroeCounty-FL.Gov>; InternalAudit@monroeclerkFL.onmicrosoft.com; Kevin Madok<kmadok@ Mon roe-Clerk.Com>;Valcheva-Svilena <Valcheva-Svilena@MonroeCounty-FL.Gov>; Powell-Barbara <Powell-Barbara@MonroeCounty-FL.Gov>; Guerra-Cynthia <Guerra-Cynthia@MonroeCounty-FL.Gov> Subject: RE: Item P9 BOCC 04/16/2025 REVISED BACKUP Good afternoon, Please be advised that the agenda item backup has been revised for item P9. "Approval of a legal services agreement with Mechanik Nuccio Hearne& Webster P.A.." Agenda item summary and revised back-up are attached for your convenience. 1 Sincerely, A-t e to ( hhK stine 1 vKLe�, Cavwt� /-\G{VVdn stYatoK -?,us�wess M,2n,2gev- /-\G{VVdn stYation ssaa �w awtaw sweet; �tite 2-205 K.e� west; FL :2,:2,04 o (M5)292-4 4 4�2, (o ffiCe) (M5):2,9:2,-4 4 4 2 (ceU Phawe) (M5)292-4,544 (FaX) CDVKt eY Stag #! ga��a�d-�iwdseU@vKov roecokv tU-:R.ray www.vKowroeco�cwtU-A.�ay Monroe County, Florida "The Florida Keys" "We may encounter many defeats, but we must not be defeated."—Maya Angelau PLEASE NOTE: FLORIDA HAS A VERY BROAD RECORDS LAW. MOST WRITTEN COMMUNICATIONS TO OR FROM T}EE COUNTY 2E(�ARDINC� COUNTY BUSINESS ARE PUBLIC RECORDS AVAILABLE TO THE PUBLIC AND MEDIA UPON REQUEST. YOUR EMAIL COMMUNICATION MAY BE SUBJECT'TO PUBLIC DISCLOSURE. 0 Please consider the environrymit when 0 deciding whether to print this ema:ail. 2 P9 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 April 16, 2025 Agenda Item Number: P9 2023-3932 BULK ITEM: Yes DEPARTMENT: County Attorney TIME APPROXIMATE: STAFF CONTACT: Pedro Mercado N/A AGENDA ITEM WORDING: Approval of a legal services agreement with Mechanik Nuccio Hearne &'Alebstef Wester P.A. ITEM BACKGROUND: In 2019, FDEP identified the Joe London Training Center as a possible site of PFAS/PFOS contamination and required that the county sample more extensively to identify(and eventually delineate the extent of the contamination. Over the next 4 years the county spent approximately $300k to fully delineate the extent of the contamination. Eventually FDEP agreed that the contamination plume was stable and that "Administrative Controls"would be adequate rather than remediation. Mechanik Nuccio Hearne &W Wester P.A. is a law firm which will be preparing and implementing institutional and/or engineering controls for the Joe London Fire Training Academy pursuant to rules and general guidance promulgated by the Florida Department of Environmental Protection. The agreement attached as back up is a draft. Once a completed contract is executed, the back up will be revised. PREVIOUS RELEVANT BOCC ACTION: None INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval 1 DOCUMENTATION: Mechanik Nuccio Hearne Wester-Attorney Agreement April 2025 w TMH edits clean 4-10-24.pdf Mechanik Nuccio Hearne & Wester- Att. A - Monroe County Engagement Letter April 2025 I.pdf FINANCIAL IMPACT: NTE $22,100.00 2