Amendment to Legal Services Agreement AMENDMENT TO AGREEMENT FOR LEGAL SERVICES
THIS AMENDMENT TO AGREEMENT FOR LEGAL SERVICES to Retention
Agreement is entered into on the below date by Collier County,Florida,a political subdivision of
the State of Florida, through its Board of County Commissioners, hereinafter referred to as the
"County" and Woods Weidenmiller Michetti Rudnick & Galbraith, PLLC, (hereinafter referred
to as"Counsel").
WITNESSETH
WHEREAS, on February 8, 2011, the County and Counsel entered into a Retention
Agreement (the "Agreement") wherein the County agreed to retain Counsel to provide
professional specialized legal services;and
WHEREAS, Woods Weidenmiller& Michetti, P.L. has changed the name of the firm to
Woods Weidenmiller Michetti Rudnick&Galbraith,PLLC;and
WHEREAS, the professional services to be rendered as specified in Article 3 entitled
Term and Time of Performance is for a period of two(2) years with three(3)additional renewal
terms of one year per each term;and
WHEREAS, the current renewal term of the Agreement, is scheduled to terminate on
December 8,2016;and
WHEREAS, the parties wish to amend the Agreement to extend the term of service for
providing these specialized legal services for an additional two (2) years, with similar renewal
terms,and an effective commencement date of December 8,2016;and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein,the parties hereto agree to amend the Agreement as follows:
1. The law firm of Woods Weidenmiller Michetti Rudnick & Galbraith, PLLC accepts
and assumes all rights, duties, benefits and obligations under the Agreement, as amended,
including all existing and future obligations to perform under the Agreement.
2. Article 3 entitled Term and Time of Performance is amended as follows:
ARTICLE 3
TERM AND TIME OF PERFORMANCE
3.1 The term of this Agreement shall be for a period of two (2) years to begin December
8, 2011 2016 and end on December 8, 2013 2018, unless terminated earlier in
accordance with the provisions of this Agreement. Absent notice of intent to
terminate,the Agreement may be renewed upon mutual consent of the parties for three
(3) additional terms of one (1) year each. In the event the term of this Agreement
extends beyond a single fiscal year of County, the continuation of this Agreement
[a-cOA411sen2906+sn]
beyond the end of any fiscal year shall be subject to the availability of funds from
County in accordance with Chapter 129, Florida Statutes.
Except as modified by this Amendment, all other terms and conditions of the Agreement
shall remain in full force and effect. If there is a conflict between the terms of this Amendment
and the Agreement,the terms of this Amendment shall prevail.
EN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement
on this-�c, 1-� day of Oc o\,c k--• , 2016, with the intention to attach this Amendment to
the original Agreement.
ATTEST: - BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROGK;Clerk COLLI R COUNTY,FLORIDA
14.0 BY: aka, By:
d--- , Deput ale D nna Fiala,Chairman
ptt: as to Chairman's
sian l 1; a - arm and lega rty:
lila .
Jeffr y latzkow
Cou y ttorney
Woods Weidenmiller Michetti Rudnick&
Galbraith, PLLC
By:
Its: G� ,� ,�• �.
STATE OF Cfc � � J
COUNTY OF
The foregoing Retention Agreement was acknowledged before me this s day of
bc..±mow , 2016,by 6v 1u 1,k.A.pelf as /14„/„5 vvd,,,iw of Woods Weidenmiller
Michetti Rudnick& Galbraith,PLLC,on behalf of -4t,4 . He/she is
personally known to me or produced as identification.
s AS '��, Signature of Notary Public
.. , ssIoJ%f 'may �p/�,/�, RANI
/�V?.1) 10,?p o9�• yI4WDCkS
•VOm �N•*s
* —4. c Q Name of Notary Public typed.printed or
YID •
���"•.• „� My Commission Expires: 1211 0((i
t04COA.0115611290619111
RETENTION AGREEMENT WITIL
WOODS,WEIDENMILLER&MICHETTL P.L.
This Retention Agreement is made by and between the Board of County Commissioners
of Collier County,Florida(the"County"),and-the law firm of Woods, Weidenmiller&Micheal,
P.L.of Naples,Florida("Woods").
Whereas, Woods has special expertise and resources in a wide range of legal matters,
with particular expertise in construction law, contract disputes, employment disputes, and
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litigation, including related administrative, executive, and judicial hearings, appeals,
negotiations;and
Whereas, the County from time to time has a requirement and need for legal services
which are particularly within the expertise of Woods;
Now, therefore, in consideration of the premises contained herein, the County hereby
hires and retains Woods and Woods hereby agrees to provide legal services to County.
ARTICLE 1
COMPENSATION:METIIOD O[PAYMENT
1.1 Compensation shall be paid to Woods in accordance with the terms set forth in Exhibit
"A"attached hereto and made a part hereof. Requirements for reimbursable expenses are
set forth in Exhibit "B," attached hereto and made a part hereof. Expenses other than
automobile expenses must be documented by copies of paid receipts or other evidence of
payment. The Certificate contained in Exhibit"C' must be included with every invoice
submitted for payment.
1.2 The rates set forth in Exhibit"A"shall remain in effect without change for a minimum of
two (2)years from the effective date of this Agreement. In the subsequent years of the
Agreement,upon the request of Woods,the County Attorney is authorized to negotiate to
increase the hourlyrate to a maximum of ten 10
up ( ) percent without approval by the
Board of County Commissioners. In the negotiation process, Woods must substantiate
the reason tete
request is being made(i.e.market conditions,increase in CPI,etc.)
1.3 Multiple Attorney Assignments.
The County acknowledges that, from time to time, it may be advisable for Woods to
assign more than one attorney to a project or case. Nevertheless,in order to ensure that
such multiple attorney assignments are efficient and cost-effective for the County,Woods
agrees to the following procedures and billing limitations for multiple attorney
assignments.
1.3.1 A primary attorney will be identified for such projects or cases and that
attorney will be the contact attorney for the County except in the case of an
emergency or the County's written pre-approval. In practice, this means that
generally only the primary attorney will meet or communicate directly with
County personnel or attend meetings, court, arbitrations, mediations or other
proceedings on behalf of the County.
1.3.2 Attorneys assigned to a project or case other than the primary attorney will be
Tess senior attorneys with lower billing rates unless the additional attorneys)
has/have a demonstrated expertise that will demonstrably enhance the value
and efficiency of the legal services being provided to the County.
1.3.3 Woods agrees that internal or in-house conferences among multiple attorneys
assigned to a project or case shall be kept to the minimum reasonably necessary
for the provision of the legal services in question. To the extent internal or in-
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house conferences among multiple attorneys assigned to a project or case are
necessary,each such attorney may bill his or her customary rate for up to thirty
(30)minutes for any such conference. To the extent such a conference exceeds
thirty (30) minutes in length, Woods agrees that it will discount the total
billings for all attorneys involved in the conference by forty-five(45)percent.
1.4 Woods may submit invoices for hourly work assignments pursuant to Exhibit "A"only
after the services for which the invoices are submitted have been completed or expenses
incurred. An original invoice plus one copy is due within fifteen(15)days of the end of
the month,except the final invoice which must be received no later than sixty(60)days
after the work is completed or the expiration of this Agreement.
1.5 To be deemed proper, all invoices must comply with the requirements set forth in this
Agreement and must be submitted on the form and pursuant to the instmction prescribed
by County. Payment may be withheld for failure of Woods to comply with a term,
condition,or requirement of this Agreement.
1.6 Payment shall be made to Woods at:
Woods,Weidenmiller&Michetti,P.L.
5150 North Tamiami Trail,Suite 603
Naples,FL 34103
ARTICLE 2
INSURANCE
2.1 In order to insure the indemnification obligation contained above, Woods shall as a
minimum, provide, pay for, and maintain in force at all times during the term of this
Agreement, professional liability insurance in an amount not less than Three Million
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Dollars (S3,000,000.00) Per Occurrence, Combined Single Limits. If any liability
insurance obtained by Woods to comply with the insurance requirements contained herein
is issued on a "claims made" form as opposed to an "occurrence" form, the retroactive
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date for coverage shall be no later than the commencement date of the assigned work to
which this Agreement applies, and such insurance shall provide, in the event of
cancellation or non-renewal,that the discovery period for insurance claims(tail coverage)
shall not be less than three years following the completion of the assigned work and
acceptance by the County.
2.2 Such policy or policies shall be issued by United States Treasury approved companies
authorized to do business in the State of Florida,and having agents upon whom service of
process may be made in Collier County,Florida.
2.3 Woods shall furnish to the Risk Management Director Certificates of Insurance or
endorsements evidencing the insurance coverages specified by this Article prior to
beginning performance of work under this Agreement
ARTICLE 3
TERM AND TIME OF PERFORMANCE
3.1 The term of this Agreement shall be for a period of two(2)years to begin December 8,
10, 2011 and to end on December 8,2013, unless terminated earlier in accordance with
the provisions of this Agreement. Absent notice of intent to terminate, the Agreement
may be renewed upon mutual consent of the parties for three(3)additional terms of one
(I)year each. In the event the term of this Agreement extends beyond a single fiscal year
of County,the continuation of this Agreement beyond the end of any fiscal year shall be
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subject to the availability of funds from County in accordance with Chapter 129,Florida
Statutes.
3.2 Time shall be deemed to be of the essence in performing the duties, obligations and
responsibilities by this Agreement.
3.3 Any amendments, alterations, variations, modifications or waivers of provisions of this
Agreement shall only be valid when they have been reduced to writing, duly signed by
bothes hereto,and attached to the original
pard of this Agreement.
ARTICLE 4
TERMINATION
4.1 This Agreement may be terminated by either party for cause upon ten(10)days'notice or
by either party for convenience upon no less than thirty(30)days'advance written notice
in accordance with the"NOTICES"section of this Agreement
4.2 Termination of this Agreement for cause shall include, but not be limited to, failure to
suitably perform the work, failure to continuously perform the work in a manner
calculated to meet or accomplish the objectives of County as set forth in this Agreement,
or multiple breach of the provisions of this Agreement notwithstanding whether any such
breach was previously waived or cured.
4.3 In the event this Agreement is terminated for convenience, Woods shall be.paid for any
services performed to the date the Agreement is terminated; however, upon notice by
either party to terminate, Woods shall refrain from performing further services or
incurring additional expenses under the term of this Agreement. Woods acknowledges
and agrees that Ten Dollars($10)of the compensation to be paid by County,the adequacy
of which is hereby acknowledged by Woods,is given as specific consideration to Woods
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for County's right to terminate this Agreement for convenience. Woods' obligations to
the County as provided for hereunder shall cease upon termination, except for
participating in an orderly and professional transfer of such responsibilities and files or
copies of files to the County or its designee.
ARTICLE 5
RECORD AUDIT AND INSPECTION
5.1 Countyshall have the right ght to audit the books and records of Woods pertinent to the
funding under this Agreement. Woods shall preserve and make available,at reasonable
times for examination and audit by County,all financial records, supporting documents,
and other documents pertinent to this Agreement for a period of three (3) years ager
termination of this Agreement or,if any audit has been initiated and audit findings have
not been resolved at the end of the three years, the books and records shall be retained
until resolution of the audit findings.
5.2 If the Florida Public Records Act(Chapter 119,Fla. Stat.)is determined by County to be
applicable to Woods' records, Woods shall comply with all requirements thereof,
however, no confidentiality or non-disclosure requirement of either federal or state law
shall be violated by Woods.
ARTICLE 6
CONFLICT OF INTEREST
6.1 Woods states that it is familiar with and will comply with the terms and conditions of
Chapter 112,Part III,Florida Statutes(Code of Ethics).
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62 It is important that Woods be independent and impartial in order to properly conduct its
services to the County. Woods shall not act as counsel in any lawsuit or other adversary
proceeding in which County is named as an adversary party or in which Woods takes an
adverse position to the County.
6.3 Neither Woods nor its employees shall have or hold any continuing or frequently
recurring employment or contractual relationship that is substantially antagonistic or
incompatible with Woods' loyal and conscientious exercise of judgment related to its
performance under this Agreement.
6.4 In the event Woods is permitted to utilize subcontractors,herein,to perform any services
required by this Agreement, Woods agrees to prohibit such subcontractors, by written
contract,from having any conflicts as within the meaning of this section.
6.5 If at any time Woods' firm represents a client in matters having to do with the Collier
County government,be it before the Board of County Commissioners or any other agency
or division of Collier County government, Woods will contact the County Attorney's
Office before undertaking such representation so that it can be determined whether a
conflict of interest exists.
ARTICLE 7
INDEMNIFICATION
7.1 Woods acknowledges and agrees that Ten Dollars ($10.00) of the compensation to be
paid by County, the adequacy of which is hereby acknowledged by Woods, is given as
specific consideration to Woods so that Woods shall at all times hereafter indemnify,hold
harmless and, at County's option, defend or pay for an attorney selected by County to
defend County, its officers, agents, servants, and employees against any and all claims,
losses, liabilities, and expenditures of any kind, including attorney fees, court costs, and
expenses,caused by negligent act or omission of Woods,its employees,agents,servants,
or officers,or accruing,resulting from,or related to the subject matter of this Agreement
including, without limitation, any and all claims, demands or causes of action of any
nature whatsoever resulting from injuries or damages sustained by any person or property.
The provisions of this section shall survive the expiration or earlier termination of this
Agreement. To the extent considered necessary by County, any sums due Woods under
this Agreement may be retained by County until all of County's claims for
indemnification pursuant to this Agreement have been settled or otherwise resolved;and
any amount withheld shall not be subject to payment of interest by County.
ARTICLE S
QWNERSHIP OF DOCUMENTS
8.1 Any and all reports, photographs, surveys, and other data and documents provided or
created in connection with this Agreement are and shall remain the property of County.
In the event of termination of this Agreement, any reports, photographs, surveys, and
other data and documents prepared by Woods, whether finished or unfinished, shall
become the property of County and shall be delivered by Woods to the County within
seven (7)days of termination of this Agreement by either party. Any compensation due
to Woods shall be withheld until all documents arc received as provided herein.
a
ARTICLE 9
INDEPENDENT CONTRACTQR
9.1 Woods is an independent contractor under this Agreement. Services provided by Woods
shall be subject to the supervision of Woods,and such services shall not be provided by
Woods as officers, employees, or agents of the County. The parties expressly
acknowledge that it is not their intent to create any rights or obligations in any third
person or entity under this Agreement.
ARTICLE 10
NONDISCRIMINATION,EQUAL OPPORTUNITY
AND AMERICANS WITH DISABILITIES ACT
10.1 Woods shall not unlawfully discriminate against any person in its operations and
activities in its use or expenditure of the funds or any portion of the funds provided by
this Agreement and shall affirmatively comply with all applicable provisions of the
Americans with Disabilities Act(ADA)in the course of providing any services funded in
whole or in part by County, including Titles I and II of the ADA (regarding
nondiscrimination on the basis of disability), and all applicable regulations, guidelines,
and standards.
10.2 Woods' decisions regarding the delivery of services under this Agreement shall be made
without regard to or consideration of race, age, religion, color, gender, national origin,
marital status,physical or mental disability,political affiliation,or any other factor which
cannot be lawfully or appropriately used as a basis for service delivery.
10.3 Woods shall comply with Title I of the Americans with Disabilities Act regarding
nondiscrimination on the basis of disability in employment and further shall not
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discriminate against any employee or applicant for employment because of race, age,
religion, color, gender, national origin, marital status, political affiliation,or physical or
mental disability. In addition, Woods shall take affirmative steps to ensure
nondiscrimination in employment against disabled persons. Such actions shall include,
but not be limited to, the following: employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff, termination, rates of pay, other forms of
compensation,terms and conditions of employment, training(including apprenticeship),
and accessibility.
10.4 Woods shall take affirmative action to ensure that applicants arc employed and employees
are treated without regard to race, age, religion, color, gender, national origin, marital
status, political affiliation, or physical or mental disability during employment. Such
actions shall include, but not be limited to, the following: employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff termination, rates of
pay, other forms of compensation, terms and conditions of employment, training
(including apprenticeship),and accessibility.
10.5 Woods shall not engage in or commit any discriminatory practice in performing the
Scope of Services or any part of Scope of Services of this Agreement.
ARTICLE 11
NOTICES
11.1 Whenever either party desires to give notice to the other, such notice must be in writing,
sent by registered or certified United States Mail, postage prepaid, return receipt
requested,or by hand-delivery,addressed to the party for whom it is intended at the place
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last specified. The place for giving notice shall remain the same as set forth herein until
changed in writing in the manna provided in this section. For the present, the parties
designate the following:
7Q8 COLLIER COUNTY:
Jeffrey A.Klatzkow,County Attorney
Government Center
3299 Tamiami Trail East,Suite 800
Naples,Florida 34112
FOR WOODS;
Gregory N.Woods,Esq.
Woods,Weidenmiller&Macbeth,P.L.
5150 North Tamiami Trail,Suite 603
Naples,FL 34103
ARTICLE 12
MISCELLANEOUS
8.1 WAIVER OF BREACH AND MATERIALITY
Failure by County to enforce any provision of this Agreement shall not be deemed a
waiver of the provision or modification of this Agreement. A waiver of any breach of a
provision of this Agreement shall not be deemed a waiver of any subsequent breach and
shall not be construed to be a modification of the terms of this Agreement.
8.1 COMPLIANCE WITH LAWS
Woods shall comply with all federal, state,and local laws,codes,ordinances,rules,and
regulations in performing its duties, responsibilities, and obligations related to this
Agreement.
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12.3 SEVERANCE
In the event a portion of this Agreement is found by a court of competent jurisdiction to
be invalid, the remaining provisions shall continue to be effective unless County and
Woods elect to terminate this Agreement. The election to terminate this Agreement
based upon this provision shall be made within seven (7)days after the finding by the
court becomes final.
12.4 APPLICABLE LAW AND VENUE
This Agreement shall be interpreted and construed in accordance with and governed by
the laws of the State of Florida. Venue for litigation concerning this Agreement shall be
in Collier County,Florida.
12.5 PRIOR AGREEMENTS
This document supersedes all prior negotiations, correspondence, conversations,
agreements,and understandings applicable to the matters contained herein and the parties
agree that there are no commitments, agreements or understandings concerning the
subject matter of this Agreement that are not contained in this document. Accordingly,
the parties agree that no deviation from the terms hereof shall be predicated upon any
prior representations or agreements, whether oral or written. It is further agreed that no
modification, amendment or alteration in the terms or conditions contained herein shall
be effective unless contained in a written document in accordance with Article 3 above.
12.6 INCORPORATION BY REFERENCE
The truth and accuracy of each"Whereas"clause set forth above is acknowledged by the
parties. The attached Exhibits"A,""B,"and"C"are incorporated into and made a part of
this Agreement.
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DATE:. February B,2011 BOARD OF COUNTY COMMISSIONERS
ti a,7.,--. OF COLLIER COUNTY,FLORIDA
ATTEiT: :;.
DWIG}WE,,,BROcI�,tLERK 711-144- w.
, . .� By:
�� ri FRED W.COYLE,CHA
r t'
N Chsi ..:=.5 u: F�•;kW^
Opal"! .I4 .` - :minty of COWkN
Approved as to form and 1 HEREBY CERTIFY THAW IW ,. "s-.
ulficienc X`'1'aCt coot'Ot 1a Oa01MM "" I) .
R
6c'7�'y ara %mutes d "Kook -:-
fir;Tuan
�$f rnv1110.' .
•
Jeffrey A.Klatzkow ti d : t ,•':-.1
County Attorney OVIIOHY E. BROUI,GLi* b `
..CY�r
*vs/IAA...1401/4,1/4._
WOODS WEIR ER&MICHETII,P.L.
By:
Gregory .�aWoodds
Its:__tam, ,,,f 6 __
STATE OF FLORIDA I.
COUNTY OF COWER
The foregoing Retention Agreement was adcnowledged before me this l qday of
.1.4.3., 2011, by Gregory N. Woods as al ria-fof Woods, Weidenmiller &
Michctti,P.L. He is personally known to me or produced as
identification. �J
S-)( -4't-- ` e4r-LiAlie
Signature of Notary Public
'c54A) 1f4 £ f' ,q,t1
Name of Notary Public typed,printed or
My Commission Expires:
13 !t�.-_ o. \
.r _,:' 9°1441__.. ._
•
• I i
EXHIBIT A
For professional services rendered,Woods' fee shall be based on the hourly rate as follows:
Gregory N.Woods $275.00 per hour
All other Partners $275.00 per hour
Associates $200.00 per hour
Paralegals $55.00 per hour
Woods' fee shall not exceed $100,000.00 per new matter assigned without the approval of the
Board of County Commissioners. Any expenditure beyond the initial $100,000.00 approval by
the Board of County Commissioners must have Board approval prior to work being performed.
(Where appropriate a"not to exceed" sum shall be agreed to when each assignment is made to
Woods.)
In the event that Woods is required or requested to perform any additional or extraordinary
services not herein contemplated, Woods shall be entitled to apply for additional compensation,
the amount of which shall be subject to the approval of County and no such additional
compensation in excess of the amount herein stated shall be paid unless specifically authorized in
advance by County in its sole discretion.
Woods shall provide, at no cost to County, the annual response to County's auditors regarding
pending or threatened litigation. The auditors typically request information regarding all
litigation, claims and assessments considered to be material. The response should include the
nature of the litigation, the progress of the case to date, an estimate of the amount or range of
potential loss,and any other information considered necessary to explain the case. Woods shall
provide said response within 30 days of receipt of the request.
NOTES:
• Divisions, or departments within such divisions, shall be responsible and pay for legal
counsel services relating to litigation and outside counsel specifically for cases,matters or
issues relating to such division or department, as determined by the County Attorney in
coordination with the County Manager.
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•
EXHIBIT B
1. In addition to the charges for professional fees set forth in Exhibit "A," and the
Schedules attached hereto,County shall reimburse Woods for out-of-pocket expenses
reasonably incurred in the course of rendering such legal services, including costs of
long distance calls, printing, costs of reproduction, and necessary travel expenses
incurred in accordance with the requirements of Chapter 112, F.S. Woods shall 11is
charge for travel of attorneys between its offices so that it can provide the best
available and most appropriate lawyer in any of its office locations for the issues
involved.
2. Woods shall submit invoices on a monthly basis for the payment of out-of-pocket
expenses. Each invoice shall include a signed certificate listing all costs,expenses,
vouchers, invoices and other documentary evidence that will describe in reasonable
detail the basis for expenditures for which reimbursement is sought as set forth below.
3. REOUIREMENTS
The following represents Collier County's payment requirements for legal costs
➢ Your federal employee identification number must be on all invoices submitted_
➢ The applicable Purchase Order number must be on all invoices submitted.
• No service,interest,or other charge of like nature is to be imposed with regard to
any item, invoice,or request. All firms doing business with Collier County must
have a current W-9 "Request for Taxpayer Identification Number and
Certification"on file.
> Services rendered must be specifically and concisely identified-.
• Names of persons performing services,hourly rates,and dates must be listed. The
County agrees to reimburse Woods for retention and utilization of
sub-consultants.
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• Reimbursable expense must be verified by attached receipts or copies thereof.
Y Claims for mileage and meals cannot exceed statutory allowance as provided for
under Chapter 112, F.S. Meals and mileage cannot be charged unless the
professional has traveled outside the county of the principal business location.
) Claims for lodging at single rate(actual cost)must be substantiated by paid bill or
charge,with a cap of no more than$150.00 per night.
> Car rentals required for travel should include compact or standard-size vehicles
only.
> Common carrier travel shall be reimbursable at tourist or coach class fares only.
• Accounting Division requires original receipts, or copies of receipts which have
been individually certified to be true copies of the originals. In addition the
Certificate contained in Exhibit C must accompany each invoke. The certifying
person must sign the Certification form and a description provided of the items,
which are certified.
• Faxes shall not be reimbursed
• Legal Research costs(Lexis-Nexis,Westlaw,etc.)shall not be reimbursed
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