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MONROE COUNTY, FLORIDA
STANDARD LEGAL SERVICES AGREEMENT
(LITIGATION)
AGREEMENT NUMBER:
CAY LIT 2005-05-01
THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, as the
legislative and governing body of Monroe County, Florida, and in accordance with the powers
enumerated in Section 125.01, Florida Statutes (the "County") and
ROBERT H. FREILICH, ESQ. (the"Attorney") hereby
enter into this Agreement regarding the retention of Attorney by County to provide legal advice and
services:
1. Client: The Client is the County, and to the extent ethically permissible, its elected and
appointed officers and its' employees, unless County advises Attorney otherwise. In the event that
Attorney cannot ethically represent individuals in addition to County, Attorney shah advise County
in writing of that fact immediately.
2. Attorney: The Attorney is the individual named above and whose signature appears at the
bottom of this Agreement. Attorney is licensed to practice law in all jurisdictions relevant to this
matter. If Attorney practices with others who may also provide services to County, he or she
understands that County expects that Attorney will be responsible for managing the representation,
assuring compliance of others with the terms of this Agreement and ethical requirements, preparing
and substantiating all bills, and communicating with County. Attorney may not delegate or
outsource this work without full written disclosure to, and prior written approval from, the County.
3. Matter: Attorney has been retained by County in connection with the matter described in
Exhibit A. Attorney represents that he or she is competent and available to handle that matter. In
the event that additional matters are assigned by County to Attorney, this agreement shall apply to
those matters as well, unless a separate Agreement is required by the County.
3.1. Review of ethical obligations before initiating representation: Attorney has
conducted a thorough investigation and determined that neither Attorney nor his or her firm has any
ethical impediment, real or potential, to representing 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 steps
requested by County to avoid or mitigate the impediment. Attorney understands that, ifa direct or
indirect conflict of interest arises which, in the opinion of the County, cannot be avoided or
mitigated under the Rules of Professional Conduct of The Florida Bar, County may, in its discretion,
(a) obtain reimbursement from Attorney for all fees and expenses paid to Attorney in this matter;
(b) obtain cancellation of all amounts allegedly owed by County to Attorney; and (c) obtain
reimbursement for consequential expenses incurred by County, including the cost of replacement
counsel.
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3.2. Limitations to scope of representation: Except where prohibited by the Rules of
Professional Conduct of The Florida Bar, the Monroe County Attorney's Office will serve as co-
counsel in all matters covered by this Agreement. As co-counsel, the Office attorney's will assist
Attorney by performing tasks assigned by Attorney, including but not limited to serving as local
counsel; securing the cooperation of County employee's, officers, and others in discovery and other
matters; obtaining evidentiary materials fi.om County files; assisting with discovery; attending
hearings and depositions; filing pleadings; arranging for closed attorney-client sessions with the
Board of County Commissioners; and performing other tasks as necessary and convenient for
Attorney. Decisions as to tactical approaches to be utilized shall be the ultimate responsibility of
the Attorney, and issues which rise to the level of a client decision shall be resolved by the Board
of County Commissioners. Any further limitations or special conditions shall be as set forth in
Exhibit A.
3.3. Term of Agreement and Representation: This Agreement and representation by
Attorney is effective upon 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.
3.4. County expectations and goals: The County expects the Attorney to seek the best
resolution for the County at the lowest reasonable cost to the taxpayers. At the earliest reasonable
point during the representation, the Attorney shall report to the County, via the County Attorney,
any reasonable potential for settlement, including related settlement costs and expenses, the
estimated chances of the County prevailing on the merits, and the potential financial exposure
should the County not prevail on the merits. Any other expectations and goals shall be as set forth
in Exhibit A.
4. 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
as set forth in Exhibit A. The following minimum billing documentation and time-keeper
requirements are a condition precedent to payment by the County.
4.1. 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 as indicated on Exhibit A is also not billable.
4.2. Changes to hourly rates: Attorney will charge no more than the hourly rate quoted
in Exhibit A throughout the duration of the matter, unless otherwise agreed in writing signed by
County.
4.3. Discounts to other Clients: The rates Attorney will charge County represent the
lowest rates charged by the same time-keepers to other clients. In the event that lower rates or
discounts are provided to other clients, Attorney and approved time-keepers will also provide them
on the same basis to County.
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4.4. Additional time-keepers: Additional time-keepers may not be added to the matter
without advance written approval from County. In the event that additional time-keepers providing
services which are to be billed to the County are to be added to the staff, then their hourly rates shall
be provided to County in advance, and, upon written approval by the County, their rates and billing
practices shall comply with the requirements of this Agreement. Additional time-keepers approved
by the County are listed in Exhibit A to this Agreement, and this Exhibit A may be amended from
time to time, upon mutual agreement of the County and the Attorney, to evidence the then-current
circumstances.
4.5. 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 County, then Attorney may
bill only that time expended in using that work product for County. In other words, no premium,
markup, or other adjustment may be made to bill County for time spent on work already performed.
4.6. Travel: Travel restrictions, including restrictions on billing time during travel, are
set forth below.
5. Billing of Fees and Expenses: Attomey shall comply with the following requirements as
to billing fees and expenses as a condition precedent to County's obligation to pay each bill:
5.1. Monthly bills: Unless otherwise agreed in a writing signed by the County, bills shall
be issued monthly by Attorney within 15 days after the close of each month. Attorney understands
that County requires prompt bills in part to facilitate effective management of the representation and
fees.
5.2.
Bill format: Attorney shall provide detailed, itemized bills which shall, at a
5.2.1 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).
5.2.2 Personnel. Clearly identify each person performing services (i.e., time-
keepers) in conjunction with each entry.
5.2.3 Other Personnel. Clearly identify all persons who are not full-time lawyers
employed by the Attorney's firm (including subcontractors, independent contractors, temporary
employees, and outsourcing providers).
5.2.4 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.
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5.2.5 Totals and By Task. State the amount of time expended by each time-keeper
daily (and, within each day, broken down by task where more than one project or task was worked
upon within the same day).
5.2.6 Task Description. Describe within each itemized daily task entry, in sufficient
detail to readily allow the 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 wit in the course of
performing the service. Included should be a reasonably specific delineation of services sufficiently
itemized to allocate time within a matter to such categories of effort as Legal Research, Fact
Gathering, Internal Conferences, Communications with Client, Particular Document Drafting, Court
Appearance, Deposition Attendance, and so forth.
5.2.7 Summary of Rates. 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 a
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 fi.om the
commencement of the matter through the currently-billed month.
5.2.8 DigitalfElectronic Copy. County is currently using Time Matters and Time
Billing software in the County Attorney's office, and prefers that an electronic reporting software
which can be incorporated into the County's software data base for tracking and reporting purposes
be used by Attorney. Attorney should discuss the capabilities of Attorney's billing system with
County before rendering the first bill. County should receive a digital electronic/computerized
version of each bill, together with a paper copy, to facilitate bill review.
5.3. Expenses: County will pay the actual, reasonable cost of the following expense
items if incurred in accordance with the guidelines below and promptly itemized in Attorney's
monthly bill:
5.3.1 Reimbursable expenses: Actual cost for necessary long distance telephone
calls, telecopying at $.25 per outgoing page, overnight or expedited delivery, couriers, photocopying
at $. 15 per page, postage, court fees, and other expenses approved in advance by County or as listed
below:
5.3.1.1. Expedited or emergency services: Attorney is expected to
avoid using expedited or emergency services, such as express delivery services, couriers,
telecopying, overtime, and so on, unless necessary because of unexpected developments or
extremely short deadlines. County may refuse to pay for any such expenses when incurred routinely
or because of Attorney's failure to manage the matter efficiently.
5.3.1.2. 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
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5.3.2.2. Experts, consultants, support services, outsourced
services, etc. Attorney is not authorized to retain experts, additional counsel, consultants, support
services, or the like, or to out source or delegate work outside Attorney's law fn'm, without prior
written approval by County. 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, fi.om each service provider, with
bills from each provider being sent to both Attorney (for management purposes) and County (for
review and payment).
5.3.2.3. 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).
5.3.2.4. 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.
5.3.3. Advance approval of expenses. In addition to the items noted above, Attorney shall
obtain advance approval from County before incurring any expense in excess of $ 1,000.00 if Attorney
expects to be reimbursed for that expense. County may refuse to pay any expense for which advance
approval was not obtained by Attorney.
5.3.4. 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.
5.3.5. 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.
5.4. Bill and expense documentation. Attorney understands that Attorney must have
documentation to support all aspects of each bill, including fees and expenses, and must maintain that
documentation until at 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,
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expense receipts, and documentation supporting the amount charged by Attorney for expense items generated
by the Attorney or his or her firm. County reserves the right not to pay any fee or expense item for which
sufficient documentation is not available to determine whether the item was necessary and reasonable. Upon
prior written Agreement by the County, Attorney may provide the documentation in digital electronic form
in Adobe Portable Document Format (PDF) or in Alchemy format in lieu of the manual preservation
requirements detailed above.
6. 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 upon receipt. If the bill materially fails to comply with the requirements of
this Agreement, then it is not due and payable until its deficiencies are remedied by Attorney. County is
entitled to a 1% prompt payment discount if a bill is paid within 15 days of receipt by County or correction
of deficiencies by Attorney, whichever is later, (or if the bill is satisfied by funds held by Attorney, e.g., in
a trust account). County shall not be liable for interest or other late charges unless specifically agreed to in
advance in a writing signed by County.
7. Budgets. Attorney will, within thirty (30) days after the effective date of this Agreement, prepare
an estimate or budget of the likely costs, by task, of this matter, including fees and expenses, and a plan for
handling the matter. Attorney will update the budget and plan at least once every three months. In the event
that Attorney obtains information indicating that the budget (or any line item) may be exceeded by more than
five percent, he or she will notify County of that immediately. In a written statement accompanying each bill,
preferably in tabular form. Attorney will reconcile the budget with each month's bill, e.g., by explaining
whether the billed amounts, by task, are more or less than the amounts budgeted therefore. County shall have
the right not to pay any amounts that are over budget or not included within the budget.
8. Staffing and matter management. Attorney has been retained specifically because Attorney,
personally, is understood by County to be able to handle this matter. Employment of additional individuals,
whether attorneys, paralegals, or others, who will bill time to County is not permitted without the advance
written approval of County.
8.1. Time-keeper changes. Changes in time-keepers, e.g., replacement of an attorney as well
as increases or decreases in the number of the time-keepers working on the subject-matter of this Agreement,
must have the advance written approval of County. 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.
8.2. Duplication of effort. Unless advance County approval is obtained, Attorney will not have
more than one time-keeper bill for court appearances, attendance at depositions and meeting, including
meetings with County representatives, and internal conferences. In the event that more than one person
attends, only the time of the person with the lowest rate will be billable. Attorney is not permitted to use this
matter to provide on the job training for a time-keeper, and bill for that time-keeper's services, without
County's advance approval.
8.3. Matter management. 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 ethical obligations.
8.4. Communications. County will expect that all communications between Attorney and
County will be reviewed by Attorney and that Attorney will serve as the point of contact for this matter,
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including billing questions. The point of contact for this matter at County is the County Attorney or the
individual specifically identified in Exhibit A.
8.5. Case monitoring. County will be advised promptly by Attorney of all significant facts and
developments in the matter so that County may mange the matter effectively and made 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. 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.
8.6. 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, but to implement the
decisions of County as expressed to the County by the County Attorney.
8.7. 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.
8.8. County cooperation. 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.
8.9. Temporary staff, delegation, outsourcing. 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.
9. 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. 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 client's of Attorney or his or her
firm, without County's advance written approval. Attorney is not authorized to identify County as a County,
e.g., for purposes of marketing or advertising, without County's prior approval. Upon termination of the
representation, Attorney agrees to return promptly all information obtained from or on behalf of County to
County. Attorney is not authorized to communicate with the public, including the press, about County or this
matter without the advance approval of County.
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10. 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 prior written approval, this work product may not be
used by Attorney or his or her firm nor disclosed by Attorney or his or her firm to others, except in the normal
course of 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 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.
11. Dispute resolution: Attorney and County agree that all disputes regarding Attorney's fees or
expenses are to be resolved pursuant to the procedures and practices for mediation by the Attorney Consumer
Assistance Program of the Florida Bar.
12. Governing law, modification of this Agreement, entire agreement: This Agreement is to be
interpreted in accordance with the laws of Florida and with the ethical requirements of that jurisdiction. The
Agreement may not be modified in any way without the express, written agreement of both parties. This
represents the entire agreement of the parties.
13. Monroe County Code Ethics Provisions: This provision is found in Section 18.8 below.
14. Time Keeper Defined: As used in this Agreement, the term "time keeper" shall include Attorney
and other attorneys and individuals identified in Exhibit A who will be providing services under this
Agreement and who will bill the County for their services in accordance with this Agreement.
15. Methods of Approval and Consent By County: Any consents or approvals required by this
Agreement to be made by the County shall, unless the context expressly states otherwise, be made by the
County Attorney or an authorized Assistant County Attorney in written form, to include but not limited to
hand-written, typed, or printed notes, electronic mail, letters, or facsimile transmissions.
16. Florida Government-in-the-Sunshine Law: Attorney agrees that, unless specifically exempted or
excepted by Florida law, the provisions of Chapter 120, Florida Statutes, generally require full and public
discussion of matters to be voted upon by the Board of County Commissioners. Attorney agrees to consult
with the County 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 law or Rules and Regulations of The Florida Bar, the provisions of Chapter 119, Florida Statutes,
generally require public access to all records and documents which may be made or received under this
Agreement. Attorney agrees to consult with the County 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.
18. County's Standard Contract Terms:
18.1 No Assignments. Without the prior written consent from the County, Attorney shall not
assign or transfer this Agreement.
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18.2 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 prior oral and written
proposals and communications between the County and Attorney related to this Agreement. No provision of
this Agreement shall be deemed waived, amended or modified by either party unless such waiver, amendment
or modification is in writing and signed by the party against whom the waiver, amendment or modification
is claimed. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their
permitted successors and assigns.
18.3 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.
18.4 Captions. The captions set forth herein are for convenience of reference only and shall not
define, modify, or limit any of the terms hereof.
18.5 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.
18.5.1 Conflicts in interpretation.
conflicting interpretations of the terms or a term
interpretation by the County shall apply.
The County and Attorney agree that, in the event of
of this Agreement by or between them, the final
18.5.2 Adjudication of Disputes and Disagreements. The County and Attorney agree that
all disputes and disagreements between them shall be attempted to be resolved by a meet and confer session
between representatives of the County and Attorney. If the issue or issues are still not resolved to the
satisfaction of both within 30 days after the meet and confer session, then either shall have the right to seek
such relief as may be provided by this Agreement or by Florida law.
18.5.3 Cooperation. 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. The County and
Attorney each agree that neither shall be required to enter into any arbitration proceedings related to this
Agreement or any Attachment or Addendum to this Agreement.
18.5.4 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.
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18.6 Attorney's Fees and Costs. In the event any administrative proceeding or cause of action is
initiated or defended by the County or Attorney relative to the enforcement or interpretation of this
Agreement, the prevailing party shall be entitled to an award of reasonable attorney's fees, court costs,
investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include
reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses in appellate proceedings.
Mediation proceedings initiated and conducted pursuant to this Agreement or as may be required by a court
of competent jurisdiction shall be conducted in accordance with the Florida Rules of Civil Procedure and
usual and customary procedures required by the circuit court of Monroe County.
18.7 Records. Attorney shall maintain all books, records, and documents directly pertinent to
performance under this Agreement, including the documents referred to in Sections 5.4 and 10 of this
Agreement, in accordance with generally accepted accounting principles, consistently applied. Upon ten (10)
business days written notice to the other, representatives of either the County or Attorney shall have access,
at all reasonable times, to all the other party's books, records, correspondence, instructions, receipts, vouchers
and memoranda (excluding computer software) pertaining to work under this Agreement for the purpose of
conducting a complete independent fiscal audit. Attorney shall retain all records required to be kept under
this Agreement for a minimum of five years, and for at least four years after the termination of this agreement.
Attorney shall keep such records as are necessary to document the performance of the agreement and
expenses as incurred, and give access to these records at the request of the County, the State of Florida or
authorized agents and representatives of said government bodies. It is the responsibility of Attorney to
maintain appropriate records to insure a proper accounting of all collections and remittances. Attorney shall
be responsible for repayment of any and all audit exceptions which are identified by the Auditor General for
the State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe
County, or their agents and representatives.
18.7.1 Public Access. The County and Attorney shall allow and permit reasonable access
to and inspection of, all documents, papers, letters, or other materials subject to the Florida Public Records
Law, as provided in Chapter 119, Florida Statutes, and made or received by the them, unless specifically
exempted by State Statute, Rules and Regulations of The Florida Bar, or case law. County shall have the
right to cancel this agreement upon violation of this provision by Attorney.
18.8 Monroe County Code Ethics Provision. Attorney warrants that he 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 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, misuse of
public position, conflicting employment or contractual relationship, and disclosure of certain information.
18.9 Authority. Attorney warrants that he and the authorized time keepers are authorized by law
and the Rules and Regulations of The Florida Bar to engage in the performance of the activities encompassed
by this Agreement. If Attorney is a member of a law firm, either as partner, shareholder, associate, or other
relationship, Attorney warrants that he is authorized to enter into this Agreement by Attorney's law firm.
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18.10 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 a agreement with
a public entity for the construction or repair of a public building or public work, may not submit bids on
leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, sub-
contractor, or consultant under a agreement with any public entity, and may not transact business with any
public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a
period of 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.
18.11 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.
18.12 Modifications and Amendments. Any and all modifications of the terms of this agreement
shall only be amended in writing and executed by the Board of County Commissioners for Monroe County
and by Attorney.
18.13 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.
18.14 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 the County to
terminate this Agreement immediately upon delivery of written notice of termination to Attorney.
18.15 Licensing and Permits. Attorney warrants that Attorney 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.
18.16 Non-Discrimination. Attorney shall not discriminate, in its employment practices and in
providing services hereunder, on the basis of race, color, sex, religion, disability, national origin, ancestry,
sexual orientation, gender identity or expression, familial status, or age, and shall abide by all federal and state
laws regarding non-discrimination. Upon a determination by a court of competent jurisdiction that such
discrimination has occurred, this Agreement automatically terminates without any further action by the
County, effective the date of the court order. Attorney is aware of the provisions of Section 13-101 through
13-106, Monroe County Code, relating to non-discrimination, and agrees to abide by the Code's non-
discrimination requirements.
18.17 Claims for State or Federal Aid. The County and Attorney agree that each shall be, and is,
empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement,
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provided that all applications, requests, grant proposals, and funding solicitations by Attorney shall be
approved by the County prior to submission.
18.18 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.
18.19 Attestations. Attorney agrees to execute such documents as the County may reasonable
require, including a Drug-Free Workplace Statement, and a Public Entity Crime Statement.
18.20 Signatures of Parties Required. This Agreement shall not be effective until executed by both
County and Attorney and received in final executed form by an authorized representative of County.
18.21 County Authority. This Agreement has been at a duly noticed and legally held public
meeting conducted in Monroe County, Florida.
18.22 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.
18.23 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.
THIS AGREEMENT has been signed and executed by the Board of County Commissioners of
Monroe County, Florida, and has been signed and executed by Attorney, on the dates indicated below, and
shall be retroactive to, and effective as of, February 1, 2005.
(Rest of Page is Blank. Continues on Page 14)
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A ~:=~~ E, CLERK
Deputy Clerk
Witnesses For Attorney:
Signature
Printed Name
Signature
Printed Name
BOARD OF COUNTY COMMISSIONERS
OF MON~R~EtCJ3U~LOI~DA~'_ _ , /
Dixie M. Spehar, Mayor
Date:
PrirttedName ~ ~ ~ n ~
Mailing Address
~s ~n~,eA 9~1- ~a~z
City/St~te/ZI~
MONROE COU[~'i'¥ ATTORNEY
/.Z~- ~jUZAN~NE A. li~tTON
~ISTANT C~_OJ~NT~A_TT_.ORN EY
Date ..... ~J,~/~"-')
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PaulHastings
ATTORNEYS
Paul, Hastings, Janofsky & Walker LLP
515 SOuth Flower Street · 25th Floor · Los Angeles, CA 90071-2228
telephone 213 683 6000 · facsimile 213 627 0705 · www.paulhastings.com
Atlanta
Beijing
Brussels
Hong Kong
London
Los Angeles
New York
Orange County
Palo Alto
Paris
5an Diego
San Francisco
Shanghai
Stamtord
Tokyo
Washington, D.C.
(213) 683-6314
robertfreilich~paulhasfings.com
May 9, 2005
RECEIVEC
MAY 1 3 20[J
,,~0NROE C0'0NTY AT~ 0 ' ·
Robert B. Shillinger
Assistant County Attorney
County of Monroe
Post Office Box 1026
Key West, FL 33041-1026
Re-'
Collins, et al. v. Monroe County, CA M 04-379
Contract: CAY LIT 2005-05-01
Dear Bob:
I have prepared a new Exhibit "A", signed it and am returning it here in triplicate,
together with a triplicate signature page. Please return one executed copy of each page
which I will attach to page 1-13 of your contact.
I am unable to continue at the November 2004 schedule. That schedule was agreed to
before I agreed to join Paul, Hastings on February 1, 2005. You will recall that Freilich,
Leimer, Carlisle was terminated on January 31, 2005 by virtue of the retirement on
disability of Carlisle and Leimer. The new rates are a substantial 40% discount from Paul,
Hastings rates and I am not authorized to go any lower - the fi_tm will not approve it. The
blended rate is only $50.00 more than original rate and I am doing a substantial share of
the work. The legal issues in the case are very challenging in light of the County's past
actions. Mastering their complexity has been no small job.
Please present this request to the Board of County Commissioners for their
determination. If necessary I will be agreeable to discuss this with the Board of County
Commissioners in a telephone conference call or in person, if necessary. I don't know of
any expert legal counsel on takings that would do this work at lower rates.
There are three other points that should be brought to the Commissioners' attention:
o
Our actions have already brought the state into the picture. I am sure that
at the very least they will contribute to defense costs;
The Commissioners are committed to winning this litigation outright
including trial and appeal because of the implications of all the other
properties in the County that are waiting in the wings; and
LA/1118865.1
PaulHastings
Robert B. Sbillinger
May 9, 2005
Page 2
The resources at Paul, Hastings for trial are outstanding and will be very
helpful in the successful defense of the case.
I'm sure this matter can be successfully resolved.
All my best,
Robert H. Freilich
for PAUL, HASTINGS, JANOFSKY & WALKER LLP
RHF:dbm
LA/1118865.1
PaulHastings
AT~OI~NEYS
EXHIBIT "A"
Attorney's Hourly Fee Rate
Robert H. Freilich, Parmer
$350.00 for all work
4.4
Approved Additional Timekeepers
Name:
Elisa Paster $350
Edgar Khalatian $350
All other Paul Hastings partners and associates
All work including trial and deposition.
$350
$35O
4.6 These rates are retroactive to February 1, 2005.
LA J1118931.1