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Agenda 04/27/2021 Item #16K 3 (Extending the Legal Services Agreement w/Hopping Green & Sams, P.A.)16. K.3 04/27/2021 EXECUTIVE SUMMARY Recommendation to approve and authorize the Chair to sign an Amendment to Agreement for Legal Services with the law firm of Hopping Green & Sams, P.A., extending the Agreement for two years, with three additional one-year renewal terms, with no change in current rates. OBJECTIVE: To obtain approval of an Amendment to Agreement for Legal Services with Hopping Green & Sams, P.A. to provide specialized legal services on an "as needed" basis. CONSIDERATIONS: Attached for the Board's review and consideration for approval is a proposed Amendment to Agreement for Legal Services (the "Amendment") with the law firm of Hopping Green & Sams, P.A. ("Counsel"). This request seeks approval of an Amendment to extend the Agreement for two additional years (effective September 13, 2021) and providing for three additional one-year renewal terms. The current billing rates will remain unchanged. The County originally engaged Counsel on September 13, 2011, and most recently extended that Agreement under a similar request approved on September 13, 2016. The Legal Services Retention Agreement with Counsel does not address any specific project or assignment but rather sets forth the criteria under which payment will be made when services are requested. Although this firm has a wide array of legal expertise, the County generally requests services on an as -needed basis on matters concerning water, environmental and utility related concerns. With its Tallahassee presence, Counsel is well connected in regulatory concerns and the legislative process on all matters within its sphere of practice. FISCAL IMPACT: The approval and execution of the proposed Amendment has no fiscal impact in and of itself, but there will be a fiscal impact in accordance with the terms and conditions of such contracts, upon the County's request for legal services. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. -SRT GROWTH MANAGEMENT IMPACT: None RECOMMENDATION: That the Board approve and authorize the Chair to sign the attached Amendment to Agreement for Legal Services with the law firm of Hopping Green & Sams, P.A. for specialized legal services requested on an as -needed basis. Prepared by: Scott R. Teach, Deputy County Attorney ATTACHMENT(S) 1. Retention Agreement with Hopping, Green, & Sams, P.A. (PDF) 2. First Amendment to Legal Services Hopping, Green, & Sams, P.A. (PDF) 3. Second Amendment for Legal Services Hopping, Green, & Sams, P.A. (PDF) 4. Third Amendment to Legal Services Hopping, Green, & Sams, P.A. (PDF) Packet Pg. 1471 16. K.3 04/27/2021 COLLIER COUNTY Board of County Commissioners Item Number: 16.K.3 Doe ID: 15603 Item Summary: Recommendation to approve and authorize the Chair to sign an Amendment to Agreement for Legal Services with the law firm of Hopping Green & Sams, P.A., extending the Agreement for two years, with three additional one-year renewal terms, with no change in current rates. Meeting Date: 04/27/2021 Prepared by: Title: Legal Assistant — County Attorney's Office Name: Jessica Hayes 04/ 14/2021 9:12 AM Submitted by: Title: County Attorney — County Attorney's Office Name: Jeffrey A. Klatzkow 04/14/2021 9:12 AM Approved By: Review: County Attorney's Office Office of Management and Budget County Attorney's Office Budget and Management Office County Manager's Office Board of County Commissioners Scott Teach Level 2 Attorney Review Debra Windsor Level 3 OMB Gatekeeper Review Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Mark Isackson Additional Reviewer Dan Rodriguez Level 4 County Manager Review MaryJo Brock Meeting Pending Completed 04/15/2021 10:17 AM Completed 04/15/2021 11:25 AM Completed 04/15/2021 3:03 PM Completed 04/15/2021 4:12 PM Completed 04/19/2021 8:09 AM 04/27/2021 9:00 AM Packet Pg. 1472 W 16 RETENTION AGREEMENT WITH HOPPING, GREEN & SAMS, P.A. This Retention Agreement is made this 13th day of September, 2011, by and between the Board of County Commissioners of Collier County, Florida (the "County"), and the law firm of Hopping, Green & Sams, P.A. of Tallahassee, Florida ("Hopping, Green & Sams"). Whereas, Hopping, Green & Sams has special expertise and resources in a wide range of legal matters, with particular expertise in environmental law, land use, permitting and community development districts; and Whereas, the County from time to time has a requirement and need for legal services which are particularly within the expertise of Hopping, Green & Sams; Now, therefore, in consideration of the premises contained herein, the County hereby hires and retains Hopping, Green & Sams and Hopping, Green & Sams hereby agrees to provide legal services to County. ARTICLE 1 COMPENSATION; METHOD OF PAYMENT 1.1 Compensation shall be paid to Hopping, Green & Sams 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 Hopping, Green & Sams, 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, Hopping, Green & Sams 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 Hopping, Green & Sams to assign more than one attorney to a project or case. Nevertheless, in order to ensure that such multiple attorney assignments are efficient and Page 1 of 14 Packet Pg. 1473 16 K 16.K.3.a cost-effective for the County, Hopping, Green & Sams 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 Hopping, Green & Sams 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, Hopping, Green & Sams agrees that it will discount the total billings for all attorneys involved in the conference by forty-five (45) percent. 1.4 Hopping, Green & Sams 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 Hopping, Green & Sams to comply with a term, condition, or requirement of this Agreement. 1.6 Payment shall be made to Hopping, Green & Sams at: Hopping, Green & Sams, P.A 119 South Monroe Street Suite 300 Tallahassee, FL 32301 Page 2 of 14 Packet Pg. 1474 fti 16 16.K.3.a ARTICLE 2 INSURANCE 2.1 In order to insure the indemnification obligation contained above, Hopping, Green & Sams 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 Hopping, Green & Sams 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 Hopping, Green & Sams 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. Page 3 of 14 Packet Pg. 1475 16K16.K.3.a 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, Hopping, Green & Sams shall be paid for any services performed to the date the Agreement is terminated; however, upon notice by either party to terminate, Hopping, Green & Sams shall refrain from performing further services or incurring additional expenses under the term of this Agreement. Hopping, Green & Sams acknowledges and agrees that Ten Dollars ($10) of the compensation to be paid by County, the adequacy of which is hereby acknowledged by Hopping, Green & Sams, is given as specific consideration to Hopping, Green & Sams for County's right to terminate this Agreement for convenience. Hopping, Green & Sams' 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 Hopping, Green & Sams pertinent to the funding under this Agreement. Hopping, Green & Sams shall preserve and make available, at reasonable times for examination and audit by County, all financial records, Page 4 of 14 Packet Pg. 1476 16 K 16.K.3.a 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 Hopping, Green & Sams' records, Hopping, Green & Sams shall comply with all requirements thereof, however, no confidentiality or non -disclosure requirement of either federal or state law shall be violated by Hopping, Green & Sams. ARTICLE 6 CONFLICT OF INTEREST 6.1 Hopping, Green & Sams 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 Hopping, Green & Sams be independent and impartial in order to properly conduct its services to the County. Hopping, Green & Sams shall not act as counsel in any lawsuit or other adversary proceeding in which County is named as an adversary party or in which Hopping, Green & Sams takes an adverse position to the County. 6.3 Neither Hopping, Green & Sams nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with Hopping, Green & Sams' loyal and conscientious exercise of judgment related to its performance under this Agreement. 6.4 In the event Hopping, Green & Sams is permitted to utilize subcontractors, herein, to perform any services required by this Agreement, Hopping, Green & Sams 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 Hopping, Green & Sams' 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, Hopping, Green & Sams will contact the County Attorney's Office before undertaking such representation so that it can be determined whether a conflict of interest exists. Page 5 of 14 Packet Pg. 1477 16K16.K.3.a ARTICLE 7 INDEMNIFICATION 7.1 Hopping, Green & Sams acknowledges and agrees that Ten Dollars ($10.00) of the compensation to be paid by County, the adequacy of which is hereby acknowledged by Hopping, Green & Sams, is given as specific consideration to Hopping, Green & Sams so that Hopping, Green & Sams 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 Hopping, Green & Sams, 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 Hopping, Green & Sams 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 Hopping, Green & Sams, whether finished or unfinished, shall become the property of County and shall be delivered by Hopping, Green & Sams to the County within seven (7) days of termination of this Agreement by either party. Any compensation due to Hopping, Green & Sams shall be withheld until all documents are received as provided herein. Page 6 of 14 Packet Pg. 1478 16 16.K.3.a ARTICLE 9 INDEPENDENT CONTRACTOR 9.1 Hopping, Green & Sams is an independent contractor under this Agreement. Services provided by Hopping, Green & Sams shall be subject to the supervision of Hopping, Green & Sams, and such services shall not be provided by Hopping, Green & Sams 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 Hopping, Green & Sams 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 Hopping, Green & Sams' 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 Hopping, Green & Sams 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, Hopping, Green & Sams 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 Page 7 of 14 Packet Pg. 1479 16K16.K.3.a recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and conditions of employment, training (including apprenticeship), and accessibility. 10.4 Hopping, Green & Sams 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 Hopping, Green & Sams 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 HOPPING. GREEN & SAMS: Frank E. Matthews, Esq. Hopping, Green & Sams, P.A 119 South Monroe Street Suite 300 Tallahassee, FL 32301 Page 8 of 14 Packet Pg. 1480 16 K 16.K.3.a 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 bea modification of the terms of • .ice ' + , this Agreement. 12.1.2 COMPLIANCE WITH LAWS Hopping, Green & Sams 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 Hopping, Green & Sams 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. Page 9 of 14 Packet Pg. 1481 16K 16. K.3.a IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and year first above written. BOARD OF COUNTY COMMISSIONERS 4 OF COLLIER COUNTY, FLORIDA ATTEST ,. r DWIGI E,,tBROCK, •CIRK b-AlC . FRED W. COYLE, CHAIR Approved as to form and le sufficient Jeffrey A. glatzkow County Attorney STATE OF FLORIDA COUNTY OF LEON The foregoing , 2011, Sams, on behalf of produced Retention Agreement was acknowledged befor me this � day of by V[c nit %' oa. ,pa�o�s re- Green & .....�N� B�NCN96611B CD�OB6p264 cc.*f" 7 r0200 He/she ' personally known to as identification. �D Tq) g&L-JIL41e�� Signature of Notary Public k& :Fs aauk-�Ae� Name of Notary Public typed, printed or My Commission Expires: --T 4 �v�zs0x 3 me or Page 10 of 14 Packet Pg. 1482 16. K.3.a 1 EXHIBIT A For professional services rendered, Hopping, Green & Sams' fee shall be based on the hourly rate as follows: Attorney Billing Rate Frank E. Matthews 330 James S. Alves 330 Gary V. Perko 300 Eric T. Olsen 300 Winston K. Borkowski 300 D. Kent Safriet 285 Miguel Collazo 260 David W. Childs 260 A. Tucker Mackie 225 Amelia A. Savage 225 Timothy M. Riley 225 Mohammad O. Jazil 215 Jacob T. Cremer 200 Paralegals 140 Clerks 120 Legal Assistants 110 Hopping, Green & Sams' 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 Hopping, Green & Sams.) In the event that Hopping, Green & Sams is required or requested to perform any additional or extraordinary services not herein contemplated, Hopping, Green & Sams 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. Hopping, Green & Sams 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. Hopping, Green & Sams 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. Page 11 of 14 Packet Pg. 1483 16.K.3.a 16K EXHIBIT B 1. In addition to the charges for professional fees set forth in Exhibit "A," and the Schedules attached hereto, County shall reimburse Hopping, Green & Sams 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. Hopping, Green & Sams 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. Hopping, Green & Sams 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 Hopping, Green & Sams for retention and utilization of sub -consultants. ➢ 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 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. Page 12 of 14 Packet Pg. 1484 16 16.K.3.a ➢ 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 ➢ Legal Research costs (Lexis-Nexis, Westlaw, etc.) shall not be reimbursed Page 13 of 14 Packet Pg. 1485 16H16.K.3.a 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. Period Covered: IN-HOUSE CHARGES: Photocopies: Mileage: OTHER (Copies of invoices required): Long Distance Calls Other: TOTAL: Dated Amount copies @ $0.15/each miles @ /mile FOR THE FIRM Signed: Print Name: Title: Date: Page 14 of 14 Packet Pg. 1486 16K3 AMENDMENT TO AGREEMENT FOR LEGAL SERVICES THIS AMENDMENT TO AGREEMENT FOR LEGAL SERVICES 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 Hopping, Green & Sams, (hereinafter referred to as "Counsel"). WITNESSETH WHEREAS, on September 13, 2011, 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, Exhibit "A" to the agreement outlines the fees to be charged for professional services to be rendered; and WHEREAS, the parties wish to amend the Agreement to add other partners and associates to Exhibit "A." NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree to amend Exhibit "A" to the Agreement as follows: EXHIBIT A For professional services rendered, Hopping, Green & Sams' fee shall be based on the following hourly rate: Attorney Billing Rate Frank E. Matthews 335 James S. Alves 335 Gary V. Perko 305 Eric T. Olsen 305 Winston K. Borkowski 305 D. Kent Safriet 290 Miguel Collazo 265 David W. Childs 265 A. Tucker Mackie 230 Amelia A. Savage 230 Timothy M. Riley 230 Mohammad O. Jazil 220 All other Partners not to exceed 335 All other Associates not to exceed 230 Paralegals 145 Clerks 125 Legal Assistants 115 Packet Pg. 1487 16.K.3.b Hopping, Green & Sams' 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 Hopping, Green & Sams.) In the event that Hopping, Green & Sams is required or requested to perform any additional or extraordinary services not herein contemplated, Hopping, Green & Sams 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. Hopping, Green & Sams 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. Hopping, Green & Sams 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. 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 io*r% day oM��.>r- , 2013, with the intention to attach this Amendment to the original Agreement. ATTEST: BO71EC OUNT COMMISSIONERS DWIGHT: BR�K, Clerk COL U T , FLORIDA By: x ; Deputy Clerk Geor is A. Hiller, Esq., Chairwoman ►ttest asty Cp s S111ttlf@`Ol>��. Item # 6 V,3 t Agenda Date Date C7 j 2 Rac'd Packet Pg. 1488 16.K.3.b 16K3 Approved as to form and legality: Scott R. Teac Deputy County Attorney HOPPING , -GREEN-* DATE: By: Its:y; G�- S� �✓ STATE OF FLORIDA COUNTY OF LEON The foregoing Retention Agreement was acknowledged before me this � day of j,�oVq.ybW , 2013, by DAVID W. CHILDS as VICE-PRESIDENT of Hopping, Green & Sams, on behalf of produced He/she is personally known to me or " AMANDA SMITH Commission # EE 175882 a :; Expires April 14, 2016 Name of Not , My Commission Expires: 3 Packet Pg. 1489 16. K.3.c I 6 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 Hopping Green & Sams, P.A, (hereinafter referred to as "Counsel"). WITNESSETH WHEREAS, on September 13, 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, on December 10, 2013, the County and Counsel entered into an Amendment to Agreement amending Exhibit A to add other partners and associates to the fee schedule; 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 September 12, 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 September 13, 2016; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree to amend the Agreement as follows: 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 September 13, 2414 2016 and end of September 12, 204-3 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 beyond the end of any fiscal year shall be subject to the availability of funds from County in accordance with Chapter 129, Florida Statutes.) Packet Pg. 1490 16K3.c 16V�J 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 13th day of September, 2016, with the intention to attach this Amendment to the original Agreement. ATTEST: DWIGHT E. BROCK, Clerk By. Attest as to Chairman's � putt' rk BOARD OF COUNTY COMMISSIONERS CO4DoaCFoiala., UNTY, FLORIDA By. > Chairman Packet Pg. 1491 16.K.3.c 16K Hopping Green & Sams, P.A. Ey: -, C —1 f-, Its: ✓,Gi: STATE OF Plow-xck a. COUNTY OF Uo n The foregoing Retention Agreement was acknowledged before me this 2`'1 day of S , 2016, by TDCvU W _ L VLi IDS asy 4r*Japj of Hopping Green & Sams, P.A., on behalf of J:LopP(r% C=wt st Shmc, . He/she is personally known to me or produced as identification. AMANDA FISCHER _*; •; Commission # FF 952911 >�.,� -0 Expires April 14, 2020 Bonded Thru Troy Fain Inauranoa 800-385.7019 P. 114 F.ignpaituim �o-fNotary Public Name of Notary Public typed, printed or My Commission Expires: Packet Pg. 1492 16. K.3.c 16K • RETENTION AGREEMENT WITH HOPPING, GREEN & SAMS, P.A. This Retention Agreement is made this 13t' day of September, 2011, by and between the Board of County Commissioners of Collier County, Florida (the "County"), and the law firm of Hopping, Green & Sams, P.A. of Tallahassee, Florida ("Hopping, Green & Sams"). Whereas, Hopping, Green & Sams has special expertise and resources in a wide range of legal matters, with particular expertise in environmental law, land use, permitting and community development districts; and Whereas, the County from time to time has a requirement and need for legal services which are particularly within the expertise of Hopping, Green & Sams; Now, therefore, in consideration of the premises contained herein, the County hereby hires and retains Hopping, Green & Sams and Hopping, Green & Sams hereby agrees to provide legal services to County. ARTICLE 1 COMPENSATION: METHOD OF PAYMENT 1.1 Compensation shall be paid to Hopping, Green & Sams 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 Hopping, Green & Sams, 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, Hopping, Green & Sams 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 Hopping, Green & Sams to assign more than one attorney to a project or case. Nevertheless, in order to ensure that such multiple attorney assignments are efficient and Page 1 of 14 Packet Pg. 1493 16. K.3.c 16K cost-effective for the County, Hopping, Green & Sams 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 Hopping, Green & Sams 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, Hopping, Green & Sams agrees that it will discount the total billings for all attorneys involved in the conference by forty-five (45) percent. 1.4 Hopping, Green & Sams 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 Hopping, Green & Sams to comply with a term, condition, or requirement of this Agreement. 1.6 Payment shall be made to Hopping, Green & Sams at: Hopping, Green & Sams, P.A 119 South Monroe Street . Suite 300 . Tallahassee, FL 32301 Page 2 of 14 Packet Pg. 1494 • • 16. K.3.c 16K ARTICLE 2 INSURANCE In order to insure the indemnification obligation contained above, Hopping, Green & Sams 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 Hopping, Green & Sams 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 Hopping, Green & Sams 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. a a� a Page 3 of 14 Packet Pg. 1495 16,K 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, Hopping, Green & Sams shall be,paid for any services performed to the date the Agreement is terminated; however, upon notice by either party to terminate, Hopping, Green & Sams shall refrain from performing further services or incurring additional expenses under the term of this Agreement. Hopping, Green & Sams acknowledges and agrees that Ten Dollars ($10) of the compensation to be paid by County, the adequacy of which is hereby acknowledged by Hopping, Green & Sams, is given as specific consideration to Hopping, Green & Sams for County's right to terminate this Agreement for convenience. Hopping, Green & Sams' 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 Hopping, Green & Sams pertinent to the funding under this Agreement. Hopping, Green & Sams shall preserve and make available, at reasonable times for examination and audit by County, all financial records, . Page 4 of 14 Packet Pg. 1496 i 16K M 3 •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. J 0 5.2 If the Florida Public Records Act (Chapter 119, Fla. Stat.) is determined by County to be applicable to Hopping, Green & Sams' records, Hopping, Green & Sams shall comply with all E a� requirements thereof, however, no confidentiality or non -disclosure requirement of either federal Q or state law shall be violated by Hopping, Green & Sams. a� E ARTICLE 6 CONFLICT OF INTEREST E M O 6.1 Hopping, Green & Sams states that it is familiar with and will comply with the terms and L conditions of Chapter 112, Part III, Florida Statutes (Code of Ethics). a 6.2 It is important that Hopping, Green & Sams be independent and impartial in order to a U properly conduct its services to the County. Hopping, Green & Sams shall not act as counsel in E' in •any lawsuit or other adversary proceeding in which County is named as an adversary party or in Ca � which Hopping, Green & Sams takes an adverse position to the County. L c� 6.3 Neither Hopping, Green & Sams nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or o incompatible with Hopping, Green & Sams' loyal and conscientious exercise of judgment related U . to its performance under this Agreement. 6.4 In the event Hopping, Green & Sams is permitted to utilize subcontractors, herein, to perform any services required by this Agreement, Hopping, Green & Sams agrees to prohibit J such subcontractors, by written contract, from having any conflicts as within the meaning of this 0 section. c 6.5 If at any time Hopping, Green & Sams' m represents a client in matters having to do E -0fi with the Collier County government, be it before the Board of County Commissioners or any Q other agency or division of Collier County government, Hopping, Green & Sams will contact the o County Attorney's Office before undertaking such representation so that it can be determined U cn whether a conflict of interest exists. • _ E E a Page 5 of 14 Packet Pg. 1497 16. K.3.c 16K ARTICLE 7 INDEMNIFICATION • 7.1 Hopping, Green & Sams acknowledges and agrees that Ten Dollars ($10.00) of the compensation to be paid by County, the adequacy of which is hereby acknowledged by Hopping, Green & Sams, is given as specific consideration to Hopping, Green & Sams so that Hopping, Green & Sams 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 Hopping, Green & Sams, 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 Hopping, Green & Sams 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 Hopping, Green & Sams, whether finished or unfinished, shall become the property of County and shall be delivered by Hopping, Green & Sams to the County within seven (7) days of termination of this Agreement by either party. Any compensation due to Hopping, Green & Sams shall be withheld until all documents are received as provided herein. Page 6 of 14 Packet Pg. 1498 • • ARTICLE 9 INDEPENDENT CONTRACTOR 9.1 Hopping, Green & Sams is an independent contractor under this Agreement. Services provided by Hopping, Green & Sams shall be subject to the supervision of Hopping, Green & Sams, and such services shall not be provided by Hopping, Green & Sams 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 NONDISCRINIINATION, EQUAL OPPORTUNITY AND AMERICANS WITH DISABILITIES ACT 10.1 Hopping, Green & Sams 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 Hopping, Green & Sams' 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 Hopping, Green & Sams 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, Hopping, Green & Sams 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 •3 i m m� a� J L 0 c a� a� L al' 0 a� E+ a� E a M O LO Page 7 of 14 Packet Pg. 1499 16. K.3.c 16K recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and conditions of employment, training (including apprenticeship), and accessibility. 10.4 Hopping, Green & Sams shall take affirmative action to ensure that applicants are cn employed and employees are treated without regard to race, age, religion, color, gender, sexual J � orientation, national origin, marital status, political affiliation, or physical or mental disability °r during employment. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, Q termination, rates of pay, other forms of compensation, terms and conditions of employment, r training (including apprenticeship), and accessibility. E 10.5 Hopping, Green & Sams shall not engage in or commit any discriminatory practice in aD any part of Scope of Services of this Agreement. Q performing the Scope of Services or M O ARTICLE 11 LO NOTICES Q 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 specked. 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 HOPPING. GREEN & SAMS: Frank E. Matthews, Esq. Hopping, Green & Sams, P.A 119 South Monroe Street Suite 300 • Tallahassee, FL 32301 Page 8 of 14 Packet Pg. 150011 • 16K 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 Hopping, Green & Sams 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 Hopping, Green & Sams 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. Page 9 of 14 Packet Pg. 1501 16K16.K.3.c IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and year first above written. BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA ATTEST AN DWIGH ' E, BROCI ,'CLfRK By: • ' ' FRED W. COYLE, CHAIRM C1 Approved as to form and It: sufficien It: P?4-� Jeffrey A. VJatzkow County Attorney STATE OF FLORIDA COUNTY OF LEON The foregoing 2011, Sams, on behalf of produced Retention Agreement was acknowledged befor me this � day of by ���I��in�,�2�s Green & He/she personally known to as identification. r' Signature of Notary Public as 7�yp1�+b dw ...iH.iiirW �N.�.NN. Name of Notary Public typed, printed or My Commission Expires: me or • • Q a Page 10 of 14 =acketg. 1502 16K EXHIBIT A • For professional services rendered, Hopping, Green & Sams' fee shall be based on the hourly rate as follows: Attorney Billies Rate Frank E. Matthews 330 James S. Alves 330 Gary V. Perko 300 Eric T. Olsen 300 Winston K. Borkowski 300 D. Kent Safriet 285 Miguel Collazo 260 David W. Childs 260 A. Tucker Mackie 225 Amelia A. Savage 225 Timothy M. Riley 225 Mohammad O. Jazil 215 Jacob T. Cremer 200 Paralegals 140 Clerks 120 Legal Assistants 110 Hopping, Green & Sams' 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 Hopping, Green & Sams.) In the event that Hopping, Green & Sams is required or requested to perform any additional or extraordinary services not herein contemplated, Hopping, Green & Sams 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. Hopping, Green & Sams 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. Hopping, Green & Sams 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 is Manager. Page l 1 of 14 Packet Pg. 1503 16.K.3.c 16K. EXHIBIT B 1. In addition to the charges for professional fees set forth in Exhibit "A," and the Schedules attached hereto, County shall reimburse Hopping, Green & Sams 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. Hopping, Green & Sams 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. Hopping, Green & Sams 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 Hopping, Green & Sams for retention and utilization of sub -consultants. ➢ 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 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. • Page 12 of 14 Packet Pg. 1504 16K • • ➢ 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 ➢ Legal Research costs (Lexis-Nexis, Westlaw, etc.) shall not be reimbursed Page 13 of 14 Packet Pg. 1505 16KL 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: , Amount IN-HOUSE CHARGES: Photocopies: copies @ $0.15/each $_ Mileage: miles @ /mile $ OTHER (Conies of invoices reguired): Long Distance Calls $ Other: $ TOTAL: $ FOR THE FIRM Signed: Print Name: Title: Date: is' Page 14 of 14 Packet Pg. 1506 1. 16K AMENDMENT TO AGREEMENT FOR LEGAL SERVICES THIS AMENDMENT TO AGREEMENT FOR LEGAL SERVICES 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 Hopping, Green & Sams, (hereinafter referred to as "Counsel"). WITNESSETH WHEREAS, on September 13, 2011, 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, Exhibit "A" to the agreement outlines the fees to be charged for professional services to be rendered; and WHEREAS, the parties wish to amend the Agreement to add other partners and associates to Exhibit "A." NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree to amend Exhibit "A" to the Agreement as follows: EXHIBIT A For professional services rendered, Hopping, Green & Sams' fee shall be based on the following hourly rate: Attorney Billing Rate Frank E. Matthews 335 James S. Alves 335 Gary V. Perko 305 Eric T. Olsen 305 Winston K. Borkowski 305 D. Kent Safriet 290 Miguel Collazo 265 David W. Childs 265 A. Tucker Mackie 230 Amelia A. Savage 230 Timothy M. Riley 230 Mohammad O. Jazil 220 All other Partners not to exceed 335 All other Associates not to exceed 230 Paralegals 145 Clerks 125 Legal Assistants 115 Packet Pg. 1507 I 16.K.3.c I Hopping, Green & Sams' 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 Hopping, Green & Sams.) In the event that Hopping, Green & Sams is required or requested to perform any additional or extraordinary services not herein contemplated, Hopping, Green & Sams 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. Hopping, Green & Sams 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. Hopping, Green & Sams 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. 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 k04% day of'D-��,r-- , 2013, with the intention to attach this Amendment to the original Agreement. ATTEST: DWIGHT,' BROOK, Clerk Deputy Clerk Mest as.to.Ct 00ap s, SI Jti3t!!re t) i'V.*, 1 ' X COMMISSIONERS , FLORIDA By: 1 Georgia A.1e;, Esq., Chair correc:i cot-, c'�o � �rr+Yni Cri fi 2 Lin ,... [MIGHT E. BROCK, CL 1< P acket Pg. 1508 6K16.K.3.c Approved as to form and legality: S�f Scott R. Teac Deputy County Attorney HOPPING S DATE: By: Its: (/; c` Oi'G s STATE OF FLORIDA COUNTY OF LEON The foregoing Retention Agreement was acknowledged before me this jj�M day of NOVetYW , 2013, by DAVID W. CHILDS as VICE-PRESIDENT of Hopping, Green & Sams, on behalf of He/she is personally known to me or produced 'AWM Co os # E 175O82 Expires April 1. 2016 Name of Not1. , My Commission Expires: 3 Packet Pg. 1509 16. K.3.d 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 Hopping Green & Sams, P.A, (hereinafter referred to as "Counsel"). WITNESSETH WHEREAS, on September 13, 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, on December 10, 2013, the County and Counsel entered into an Amendment to the Agreement amending Exhibit A to add other partners and associates to the fee schedule; and WHEREAS, on September 13, 2016, the County and Counsel entered into a further Amendment to the Agreement extending the term of service for an additional two years under the then current agreement, with three additional one-year renewal terms, thereby extending the termination date of the Agreement to September 12, 2021; and WHEREAS, the current renewal term of the Agreement, is scheduled to terminate on September 12, 2021, 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 September 13, 2021; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereto agree to amend the Agreement as follows: 1. 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 September 13, 29.16 2021 and end on September 12, 24�8 2023, 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.) 2. Except as modified by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect as previously amended. If there is a conflict Packet Pg. 1510 16.K.3.d 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 day of April 2021, with the intention to attach this Amendment to the original Agreement. ATTEST: Crystal K. Kinzel, Clerk of Courts & Comptroller By: Dated: (SEAL) Approve as to form and legality: By: Scott R. Teach Deputy County Attorney BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Penny Taylor, Chairperson 2 &P4 Packet Pg. 1511 16.K.3.d Hopping Green & Sams, P.A. Its: V(U pus1dent Print Name: a -. t //, ,-) [ � �ze STATE OF _FlMdA COUNTY OF L.on The foregoing Retention Agreement was acknowledged before me this i V day of p 1 , 2021, by DAvi W 0r%06 as v�q pre� of Hopping Green & Sams, P.A., on behalf of . He/she is personally known to me or produced as identification. AMANIL ;r3 cQmm�oa�an#aG953li3 Signature of Notary Public � P Bonded Th�roy Fainuranu 6004W7$U Name of Notary Public typed, printed or My Commission Expires: Packet Pg. 1512