Backup Documents 06/11/2019 Item #16K3 •
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 K 3
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing_lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1.
2.
3. County Attorney Office County Attorney OfficeY--.�'�`'\
/5` . (.A ems
4. BCC Office Board of County w�\--\
Commissioners Ni‘ /5/ c,\ .\\IC\
5. Minutes and Records Clerk of Court's Office
tAA-) to \\ id 3':V)PM
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff Jeffrey A.Klatzkow/County Attorney Phone Number 252-8400
Contact/ Department
Agenda Date Item was 6/11/19 Agenda Item Number 16K_
Approved by the BCC
Type of Document Second Amendment to Agreement for Legal Number of Original 1
Attached Services Documents Attached
PO number or account
number if document is V''16--
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? N/A
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney. JAK
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the JAK
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's JAK
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip JAK
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 6/11/19 (enter date)and all JAK ° is not
changes made during the meeting have been incorporated in the attached document. :option for
The County Attorney's Office has reviewed the changes,if applicable. F ew . line.
9. Initials of attorney verifying that the attached document is the version approved by t e , JAK - ; is not
BCC,all changes directed by the BCC have been made,and the document is ready for t tion;
Chairman's signature. lll� ,Kk .
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
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MEMORANDUM
Date: June 12, 2019
Cc: Jeff Klatzkow, County Attorney
County Attorney's Office
From: Teresa Cannon, Deputy Clerk
Minutes & Records Department
Re: 2nd Amendment to Agreement for Legal Services — Henderson,
Franklin, Starnes & Holt, P.A.
Attached is a copy of the document as referenced above, (Item #16K3) approved by the
Board of County Commissioners on Tuesday, June 11, 2019.
If you have any questions, please contact me at 252-8411.
Thank you.
Attachment
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SECOND AMENDMENT TO AGREEMENT FOR LEGAL SERVICES
THIS SECOND 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
Henderson,Franklin, Starnes&Holt,F.A.,(hereinafter referred to as"Counsel").
WITNESSETH
WHEREAS, on December 12, 2012, the County and Counsel entered into an Agreement (the
"Agreement") wherein the County agreed to retain Counsel to provide professional specialized legal
services;and
WHEREAS, on July 8, 2014, the County and Counsel entered into an Amendment to Agreement
for Legal Services to extend the terms of the agreement and amend Exhibit A;and
WHEREAS, the initial term of the Amendment to Agreement, will expire on September 12,
2019;and
WHEREAS, the parties wish to amend the Agreement to extend the term of service and modify
the existing rates for providing these specialized legal services for an additional two (2) years
commencing on September 12,2019; and
WHEREAS, Exhibit "A" to the Agreement outlines the fees to be charged for professional
services to be rendered.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,
the parties hereto agree to amend the Agreement as follows:
I. 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 extended for a period of two(2)years to begin
September 12,2014 2019 and to end on September 12,2-0-1-6 2021,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 beyond the end of any fiscal year shall be subject to the availability of
funds from County in accordance with Chapter 129,Florida Statutes.)
IL Exhibit"A" is amended as follows:
EXHIBIT A
For professional services rendered,Henderson Franklin's fee shall be based on the hourly rate as
follows:
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Attorney Billing Rate
John F.Potanovio $275.00 per hour
All other Partners $275.00 per hour
Suzann M.Boy,Associate $190.00 por hour
All other Associates $190.00 per hour
Paralogals $90.00 per hour
Robert C. Shearman $300.00 per hour
Scott Atwood $300.00 per hour
Richard Akin $300.00 per hour
Kyle Dudek $215.00 per hour
All Other Partners $300.00 per hour
All Other Associates $215.00 per hour
Paralegals $100.00 per hour
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.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement on this
1 4-kN day of-So r , 2019, with the intention to attach this Amendment to the original
Agreement.
ATTEST: BOARD OF CO •► I SSIONERS
_ CRYSTAL k. KIN,ZEL,CLERK COLLIER C ► f LO' ID
ii.i
' est.4sto; •`•a a� ,Deputy Clerk WIL/AM L. McDANIEL,JR.,Chairman
F
stg tre'o ly. _
Appro' a :t•' a and legality:
gal .
Jeffrey • '1• '«bw,County Attorney
HENDERSON FRANKLIN
STARNES &HOLT,P.A.
By:
��
Its: S ,■r ,r .Ae✓
STATE OF FLORIDA
COUNTY OF LEE
ThA fffre oin /Retention Agreement s as acknowledged before me thi5day of.....,:10
2019, by ledDCt K
(f C((fl'tWh as f Henderson Franklin Starnes & Holt, P.A., on
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behalf of Ile/she is personally known to . or produced
as identification,
1' 1 Wad
Signature o"tat),Public
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i ' ; Explces February24�2023 aoo�asaolo Name of Not ry Public typed,printed or
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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 Henderson,Franklin, Starnes &Holt,P.A., (hereinafter referred to as "Counsel").
WITNESSETH
WHEREAS, on December 12, 2012, the County and Counsel entered into an Agreement
(the "Agreement") wherein the County agreed to retain Counsel to provide professional
specialized legal services; and
WHEREAS, the professional services to be rendered as specified in numbered paragraph
one(1)of the Agreement is for a two (2)year term with three (3) additional renewal terms of one
year per each term; and
WHEREAS,the initial term of the Agreement,will expire on September 12, 2014;
WHEREAS, the parties wish to amend the Agreement to extend the term of service at the
existing rates for providing these specialized legal services for an additional two (2) years
commencing on September 12, 2014;
WHEREAS,Exhibit"A"to the agreement outlines the fees to be charged for professional
services to be rendered.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein,the parties hereto agree to amend the Agreement as follows:
I. Article 3 entitled Tenn and Time of Performance is amended as follows:
ARTICLE 3
TERM AND TIME OF PERFORMANCE
3.1 The term of this Agreement shall be extended for a period of two (2) years to
begin September 4-3 12, 2044 2014 and to end on September 12, 204-3 2016,
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 beyond the
end of any fiscal year shall be subject to the availability of funds from
County in accordance with Chapter 129,Florida Statutes.)
fr
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II. Exhibit"A"is amended as follows:
EXHIBIT A
For professional services rendered,Henderson Franklin's fee shall be based on the hourly
rate as follows:
Attorney Billing Rate
• John F. Potanovic $275.00 per hour
All other Partners $275.00 per hour
Suzanne M. Boy,Associate $190.00 per hour
All other Associates $190.00 per hour
Paralegals $90.00 per hour
Henderson Franklin's 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 Henderson Franklin.)
In the event that Henderson Franklin is required or requested to perform any additional or
extraordinary services not herein contemplated, Henderson Franklin 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.
Henderson Franklin 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.
Henderson Franklin shall provide said response within 30 days of receipt of the request.
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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Except as modified by this Amendment, all other tennis 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.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement
on this5--1-N day of S j\t..� , 2014, with the intention to attach this Amendment to the
original Agreement. A
ATTEST: . BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BRO , .Clerk COLLIER C, T , LORIDA
By: f' �� '• _ �� `— •
i
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HENDERSON FRANKLIN
STARNES &HO P.A.
IItts: gotriitiot --
STATE OF FLORIDA
COUNTY OF LEON
7t.
The foregoing Reeentio eement,was ac wledged before me this r2 'day of
Ju.N6 ,2014,by tL as���7vof Henderso. - .11 in
Starnes&Holt,P.A.,on behalf ofd,, ruey . He/she i .-rsonally known ,
me or produced as identification.
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RETENTION AGREEMENT WITH
HENDERSON, FRANKLIN,STARNES & HOLT, P.A.
This Retention Agreement is made by and between the Board of County Commissioners
of Collier County, Florida (the "County"), and the law firm of Henderson, Franklin, Starnes &
Holt, P.A. of Ft. Myers,Florida("Henderson Franklin")effective as of November 9, 2012.
Whereas, Henderson Franklin has special expertise and resources in a wide range of legal
matters, including but not limited to: employment law, construction law, tort law, commercial
litigation,environmental law, land use and appellate advocacy; and
Whereas, the County from time to time has a requirement and need for legal services
which are particularly within the expertise of Henderson Franklin.
Now, therefore, in consideration of the premises contained herein, the County hereby
hires and retains Henderson Franklin and Henderson Franklin hereby agrees to provide legal
services to County.
ARTICLE 1
COMPENSATION; METHOD OF PAYMENT
1.1 Compensation shall be paid to Henderson Franklin 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 Henderson Franklin, the County Attorney is authorized to
negotiate to increase the hourly rate up to a maximum of ten (10) percent without approval by
the Board of County Commissioners. In the negotiation process, Henderson Franklin must
substantiate the reason the 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 Henderson Franklin 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-
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effective for the County, Henderson Franklin 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 less senior
attorneys with lower billing rates unless the additional attorney(s) 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 Henderson Franklin 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-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, Henderson Franklin agrees that it will discount
the total billings for all attorneys involved in the conference by forty-five(45)percent.
1.4 Henderson Franklin 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 instruction prescribed by
County. Payment may be withheld for failure of Henderson Franklin to comply with a term,
condition, or requirement of this Agreement.
1.6 Payment shall be made to Henderson Franklin at:
Henderson Franklin
1715 Monroe Street
Post Office Box 280
Ft. Myers,FL 33902
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ARTICLE 2
INSURANCE
2.1 In order to insure the indemnification obligation contained above, Henderson Franklin
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 Two Million Dollars
($2,000,000.00) Per Occurrence, Combined Single Limits. If any liability insurance obtained by
Henderson Franklin to comply with the insurance requirements contained herein is issued on a
"claims made" form as opposed to an "occurrence" form, the retroactive 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 Henderson Franklin 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 September 13,
2011 and to end on September 12, 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 (1) 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 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.
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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 both
parties hereto, and attached to the original 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, Henderson Franklin shall be
paid for any services performed to the date the Agreement is terminated; however, upon notice
by either party to terminate, Henderson Franklin shall refrain from performing further services or
incurring additional expenses under the term of this Agreement. Henderson Franklin
acknowledges and agrees that Ten Dollars ($10) of the compensation to be paid by County, the
adequacy of which is hereby acknowledged by Henderson Franklin, is given as specific
consideration to Henderson Franklin for County's right to terminate this Agreement for
convenience. Henderson Franklin's 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 County shall have the right to audit the books and records of Henderson Franklin
pertinent to the funding under this Agreement. Henderson Franklin shall preserve and make
available, at reasonable times for examination and audit by County, all financial records,
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supporting documents, and other documents pertinent to this Agreement for a period of three (3)
years after 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 Henderson Franklin's records, Henderson Franklin shall comply with all
requirements thereof, however, no confidentiality or non-disclosure requirement of either federal
or state law shall be violated by Henderson Franklin.
ARTICLE 6
CONFLICT OF INTEREST
6.1 Henderson Franklin states that it is familiar with and will comply with the terms and
conditions of Chapter 112,Part III, Florida Statutes (Code of Ethics).
6.2 It is important that Henderson Franklin be independent and impartial in order to properly
conduct its services to the County. Henderson Franklin shall not act as counsel in any lawsuit or
other adversary proceeding in which County is named as an adversary party or in which
Henderson Franklin takes an adverse position to the County.
6.3 Neither Henderson Franklin nor its employees shall have or hold any continuing or
frequently recurring employment or contractual relationship that is substantially antagonistic or
incompatible with Henderson Franklin's loyal and conscientious exercise of judgment related to
its performance under this Agreement.
6.4 In the event Henderson Franklin is permitted to utilize subcontractors, herein, to perform
any services required by this Agreement, Henderson Franklin 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 Henderson Franklin's 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, Henderson Franklin will contact the County
Attorney's Office before undertaking such representation so that it can be determined whether a
conflict of interest exists.
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ARTICLE 7
INDEMNIFICATION
7.1 Henderson Franklin acknowledges and agrees that Ten Dollars ($10.00) of the
compensation to be paid by County, the adequacy of which is hereby acknowledged by
Henderson Franklin is given as specific consideration to Henderson Franklin so that Henderson
Franklin 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 Henderson
Franklin, 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
Henderson Franklin 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 8
OWNERSHIP 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 Henderson Franklin, whether finished or unfinished, shall become the
property of County and shall be delivered by Henderson Franklin to the County within seven (7)
days of termination of this Agreement by either party. Any compensation due to Henderson
Franklin shall be withheld until all documents are received as provided herein.
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ARTICLE 9
INDEPENDENT CONTRACTOR
9.1 Henderson Franklin is an independent contractor under this Agreement. Services
provided by Henderson Franklin shall be subject to the supervision of Henderson Franklin, and
such services shall not be provided by Henderson Franklin 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 Henderson Franklin 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 Henderson Franklin's decisions regarding the delivery of services under this Agreement
shall be made without regard to or consideration of race, age, religion, color, gender, sexual
orientation national origin, martial 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 Henderson Franklin shall comply with Title I of the Americans with Disabilities Act
regarding nondiscrimination on the basis of disability in employment and further shall not
discriminate against any employee or applicant for employment because of race, age, religion,
color, gender, sexual orientation, national origin, marital status, political affiliation, or physical
or mental disability, In addition, Henderson Franklin 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
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recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and
conditions of employment,training(including apprenticeship), and accessibility.
10.4 Henderson Franklin shall take affirmative action to ensure that applicants are employed
and employees are treated without regard to race, age,religion, color, gender, sexual orientation,
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 Henderson Franklin 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 last specified. The
place for giving notice shall remain the same as set forth herein until changed in writing in the
manner provided in this section. For the present, the parties designate the following:
FOR COLLIER COUNTY:
Jeffrey A. Klatzkow, County Attorney
Government Center
3299 Tamiami Trail East
Suite 800
Naples, Florida 34112
FOR HENDERSON FRANKLIN:
John F. Potanovic, Esq.
Henderson,Franklin, Starnes &Holt, P.A.
1715 Monroe Street
Post Office Box 280
Ft. Myers,FL 33902
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ARTICLE 12
MISCELLANEOUS
12.1.1 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.
12.1.2 COMPLIANCE WITH LAWS Henderson Franklin 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.
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 Henderson Franklin 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 supercedes 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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IN WITNESS WHEREOF,the Parties have executed this Agreement on the date and
year first above written.
r , BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA
ATTEST: ' ,
DWIGHT E. BROCK; CLERK
By: `II IJ _A.& `Ald Rt 1 ,
.4Z1 4 �►�
... . ,,'���,. F` D W. COYLE, CHAIRM I.N
•
St 4t t0..Ci1Qi
A oved as to form and
egal su ien
Scott R. Teach
Deputy County Attorney
HENDERSON FRANKLIN
STARNES &HOLT, P.A.
2
1,
By:
��• 'i
Its: 44, • -r AG`
STATE OF FLORIDA
COUNTY OF I`£ 1k
The foregoing Ret onGopm��ent was acknowl ed before me this t Z' day of
• , 2017.r by .' b . f'f bills' ill t as of Hend Franklin
Starnes & Holt, P.A., on behalf of . He she ' ersonally known
me or produced as identi�1 ation.
CL44 '
Signaatof NotaryP• .lic
(74,d ;" 1
Name of Notary P lic typed,printed or
My Commission Expires:
J ""kr, CLAUDIA KELLY
' ` •` Commission#DD 885037
',,_._,ri- Expires Juty 8,2013
.. BoitlMTMTgYFWr..w ul0O-*1O1Y
Page Riot P
I6K3
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EXHIBIT A
For professional services rendered, Henderson Franklin's fee shall be based on the hourly rate as
follows:
Attorney Militia Rate
John F. Potanovic $275.00 per hour
All other Partners $275.00 per hour
Suzanne M. Boy, Associate $190.00 per hour
All other Associates $190.00 per hour
Paralegals $90.00 per hour
Henderson Franklin's 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 Henderson Franklin.)
In the event that Henderson Franklin is required or requested to perform any additional or
extraordinary services not herein contemplated, Henderson Franklin 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.
Henderson Franklin 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. Henderson
Franklin shall provide said response within 30 days of receipt of the request.
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 Henderson Franklin 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. Henderson Franklin shall not 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. Henderson Franklin 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. REQUIREMENTS
The following represents Collier County's payment requirements for legal costs
D. 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 Henderson Franklin for retention and utilization of
sub-consultants.
➢ Reimbursable expense must be verified by attached receipts or copies thereof.
D. 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.
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➢ Car rentals required for travel should include compact or standard-size vehicles
only.
yT
.:a
> 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 invoice. 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
fi
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EXHIBIT C
CERTIFICATE
IT IS HEREBY CERTIFIED that:
1. has been duly designated as special counsel to
render legal services or provider of services for or on behalf of Collier County;
2. Each of the documents hereinafter identified and attached is a true and correct copy of the
original record;
3. Expenditure(s) enumerated represent costs necessarily incurred during the course of
official business for which payment has not been received and for which documentation is
not available or reasonably retrievable;
4. Claims are in compliance with the applicable statutes and administrative orders, and with
3
the express provision that all other parties are barred from entitlement to any part of these
costs.
RE: Invoice No. ,Dated
Period Covered: , Amount
IN-HOUSE CHARGES:
Photocopies: copies @ $0.15/each $
Mileage: miles @ /mile $
OTHER(Copies of invoices required):
Long Distance Calls $
Other: $
TOTAL: $
FOR THE FIRM
Signed:
Print Name:
Title:
Date:
4
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