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Backup Documents 06/23/2020 Item #16K1ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 16 K I THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. I he completed routing ,lip and original docunents are to he loriiai ded to the ( ounIN 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 excerition of the Chairman's si ature, draw a line through routing lines # 1 through 42, complete the checklist, and forward to the Coun Attorney Office. Route to Addressees (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office SRT 06/23/20 4. BCC Office Board of County Commissioners V) b , n�► dJ 5. Minutes and Records Clerk of Court's Office 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 Scott Teach/County Attorney's Office Contact Information 239-252-8400 Contact / Department Agenda Date Item was June 23, 2020 Agenda Item Number 16K1 Approved by the BCC Type of Document Retention Agreement for Legal Services Number of Original 1 Attached with Noell Law, PLLC. Documents Attached PO number or account N/A number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is Yes N/A (Not 4ppropriate. Initial Applicable) 1. Does the document require the chairman's original signature STAMP OK 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 SRT signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike -through and revisions have been initialed by the County Attorney's SRT 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 SRT 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 SRT si nature and initials are required. 7. In most cases (some contracts are an exception), the original document and this routing slip SRT 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 6/23/2020 and all changes made during SRT the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes, if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC, all changes directed by the BCC have been made, and the document is ready for th AL Chairman's signature. Send. a �P� floe, l f , I�oR., l l L - � LLC C.'aws bc'. Crystal K. Kinzel Collier County Clerk of the Circuit Court and Comptroller 3315 Tamiami Trail East, Suite 102 Naples, Florida 34112-5324 July 7, 2020 Kevin Noell Noell Law, PLLC 6254 Cocos Drive Fort Myers, FL 33908 Re: Retention Agreement for Legal Services with Collier County Kevin, Attached is a copy of the retention agreement referenced above, approved by the Collier County Board of County Commissioners on June 23, 2020. If you require further information regarding this mailing, please feel free to contact me at 239-252-8406. Thank you. CRYSTAL K. KINZEL, CLERK Ann Jennejohn, Deputy Clerk Attachment 16Ki Phone- (239) 252-2646 Website- www.CollierClerk.com Fax- (239) 252-2755 Email- CollierClerk@collierclerk.com 16 K I -A RETENTION AGREEMENT WITH NOELL LAW, PLLC This Retention Agreement is made by and between the Board of County Commissioners of Collier County, Florida (the "County"), and the law firm of Noell Law, PLLC, a Florida Professional Limited Liability Company, located in Fort Myers, Florida (hereafter the "Firm"). Whereas, Kevin L. Noell is a member and owner of the Firm, and the Firm has special expertise and resources in a wide range of legal matters, with particular expertise in local government law including but not limited to insurance defense, personal injury, general civil litigation disputes, code enforcement, construction liability issues, and contractors' licensing, and Mr. Noell has previously successfully represented the County on such matters over a more than eight -year span as an Assistant County Attorney in the County Attorney's Office; and Whereas, the County from time to time has a requirement and need for legal services that are particularly within the Firm's area of specialization; and Now, therefore, in consideration of the premises contained herein, the County hereby hires and retains Firm and the Firm hereby agrees to provide legal services to the County. ARTICLE 1 COMPENSATION; METHOD OF PAYMENT 1.1 Compensation shall be paid to the Firm 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. 0 16KI 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 the Firm, 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, the Firm must substantiate the reason the request is being made (i.e. market conditions, increase in CPI, etc.) 1.3 The Firm 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. 1.4 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 the Firm to comply with a term, condition, or requirement of this Agreement. 1.5 Payment shall be made to the Firm at: Noell Law, PLLC 6254 Cocos Dr. Fort Myers, FL 33908 or electronically upon payment instructions being provided by the Firm to the County. ARTICLE 2 INSURANCE 2.1 The Firm shall as a minimum, provide, pay for, and maintain in force at all times during the term of this Agreement, professional liability insurance with coverage limits in an 2 CAO 16KI amount not less than $200,000.00 per claimant and $300,000.00 per a single occurrence. If any liability insurance obtained by the Firm 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 the State of Florida. 2.3 The Firm 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 three (3) years to begin effective June 23, 2020 and to end on June 23, 2023, unless terminated earlier in accordance with the provisions of this Agreement. Absent notice of intent to terminate, the Agreement may be renewed and extended upon the mutual consent of the parties. 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 CAO 16K 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 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 forty-five (45) 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, the Firm shall be paid for any services performed to the date the Agreement is terminated; however, upon notice by either party to terminate, the Firm shall refrain from performing further services or incurring additional expenses under the term of this Agreement. The Firm acknowledges and agrees that Ten Dollars ($10.00) of the compensation to be paid by County, the adequacy of which is hereby acknowledged by the Firm, is given as specific consideration to the Firm for County's right to terminate this Agreement for convenience. The Firm's obligations to the County as provided for hereunder shall cease upon termination, except for participating in 4 CAo 16K1 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 the Firm pertinent to the funding under this Agreement. The Firm 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 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 the Firm's records, the Firm shall comply with all requirements thereof, however, no confidentiality or non -disclosure requirement of either federal or State law shall be violated by the Firm. ARTICLE 6 CONFLICT OF INTEREST 6.1 The Firm states that it is familiar with and will comply with the applicable terms and conditions of Chapter 112, Part III, Florida Statutes (Code of Ethics). 6.2 It is important that the Firm be independent and impartial in order to properly conduct its services to the County. The Firm shall not act as counsel in any lawsuit or other adversary proceeding in which County is named as an adversary party or in which the Firm takes an adverse position to the County. 5 CAO 16KI 6.3 Neither the Firm nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with the Firm's loyal and conscientious exercise of judgment related to its performance under this Agreement. 6.4 In the event the Firm is permitted to utilize subcontractors, herein, to perform any services required by this Agreement, the Firm 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 the 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, the Firm 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 OWNERSHIP OF DOCUMENTS 7.1 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 the Firm, whether finished or unfinished, shall become the property of County and shall be delivered by the Firm to the County within seven (7) days of termination of this Agreement by either party. Any compensation due to the Firm shall be withheld until all documents are received as provided herein. 6 CAO 16KI ARTICLE 8 INDEPENDENT CONTRACTOR 8.1 The Firm is an independent contractor under this Agreement. Services provided by the Firm shall be subject to the supervision of the Firm, and such services shall not be provided by the Firm 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. 8.2 Notwithstanding the Firm's status as an independent contractor, the Parties agree that to reduce the cost of services provided under this Agreement, the Firm will be able to: (a) utilize County Attorney administrative staff (paralegals and legal secretaries) in a fashion similar to how the attorneys in the Office of the County Attorney utilize such support staff on assigned cases for County related business, (b) that the County will process and pay providers directly for all pre -approved costs incurred in the defense/prosecution of cases including but not limited to expenses incurred for depositions, filing fees, transcripts, service of process, and such similar costs, and (c) utilize a County laptop for access to the Office of the County Attorney's Total Office case management system (or any such other software system currently in use), scheduling calendar, current legal research software program, and such similar resources. ARTICLE 9 NONDISCRIMINATION, EQUAL OPPORTUNITY AND AMERICANS WITH DISABILITIES ACT 9.1 The Firm 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 7 CAO 1bK1 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. 9.2 The Firm's 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. 9.3 The Firm 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, national origin, marital status, political affiliation, or physical or mental disability. In addition, the Firm 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. 9.4 The Firm shall take affirmative action to ensure that applicants are 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, 8 CAO 16KI other forms of compensation, terms and conditions of employment, training (including apprenticeship), and accessibility. 9.5 The Firm 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 10 NOTICES 10.1 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 THE FIRM: Kevin L. Noell Noell Law, PLLC 6254 Cocos Dr. Fort Myers, FL 33908 ARTICLE 11 MISCELLANEOUS 11.1 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 9 OCAQ 16K1 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. 11.2 COMPLIANCE WITH LAWS The Firm shall comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations related to this Agreement. 11.3 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 the,Firm 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. 11.4 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. 11.5 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 16KI 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. 11.6 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. Remainder of Page Left Intentionally Blank Signature Page Follows 16K1 IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: Crystal K. Kinzel, Clerk of Courts & Comptroller y C- s. ��@S# ignafur►aly.. Approve&*.to.F.orm and Legality: r`- Scot .Teach Deputy County Attorney 12 BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA Burt L. Saunders, Chairman Item # ,V_e LIA Agenda Date Date �. r Rec'd 5 CAO 16K1 Noell Law, PLLC By: v` Kevin L. Noell Its: Owner STATE OF FLORIDA COUNTY OF LEE The foregoing Retention Agreement was acknowledged before me this " day of by Kevin L. Noell as a Member and Owner of Noell Law, PLLC, a Florida Professional Limited Liability Company, on behalf of the Firm. He/she is ersonally kno to me or produced as identification. V1,41 Signature of Notary Public �e►�';"Wr� ROSA E VILLARREAL • . Cow4alon # GG 201320 M. Expk"Apr# 6, 2023 Name of Notary Public typed, printed or '1 `01 o.d SOMW iba k*M NotarySwOm My Commission Expires: 13 CAS 6KI EXHIBIT A For professional services rendered, Noell Law, PLLC's, fee shall be based on the hourly rate as follows: Kevin L. Noell $200.00 per hour The Firm'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 the Firm.) In the event that the Firm is required or requested to perform any additional or extraordinary services not herein contemplated, the Firm 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. The Firm 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. The Firm 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. 14 CAo 16K1, EXHIBIT B In addition to the charges for professional fees set forth in Exhibit A, and the Schedules attached hereto, County shall reimburse the Firm for out-of-pocket expenses reasonably incurred in the course of rendering such legal services, printing, costs of reproduction, and necessary travel expenses incurred in accordance with the requirements of Chapter 112, F.S. The Firm shall not charge for travel of attorneys between its Lee County office and the County's offices located in Collier County, Florida. Notwithstanding the foregoing, the Firm will coordinate with the County to make every effort to provide for the direct payment for such reasonably incurred expenses by seeking pre -approval in a fashion that permits the County to make direct payment to the particular vendor/provider of goods or services. 2. The Firm 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 ➢ 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 the Firm for retention and utilization of sub -consultants. Although as set forth in Section 8.2 of the Agreement, all such pre -approved costs shall normally be addressed through a direct payment made by the County to any such providers. 15 GAO 16KI ➢ Reimbursable expense must be verified by attached receipts or copies thereof. ➢ 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 of Lee or Collier counties. ➢ 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 invoice. The certifying person must sign the Certification form and a description provided of the items, which are certified. ➢ Faxes shall not be reimbursed 16 0 1Kl 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 the express provision that all other parties are barred from entitlement to any part of these costs. RE: Invoice No. Dated Period Covered: IN-HOUSE CHARGES: Photocopies: Mileage: OTHER (Copies of invoices required): Long Distance Calls Other: TOTAL: Amount copies @ $0.15/each $ miles @ /mile $ FOR THE FIRM Signed: Print Name: Title: Date: 0 17 CAO