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Agenda 07/13/2021 Item #16K 4 (Amendment to Retention Agreement w/Kelley Stiffler, PLLC)07/13/2021 EXECUTIVE SUMMARY Recommendation to approve and authorize the Chair to sign an Amendment to Retention Agreement for legal services with the Workers’ Compensation law firm of Kelley Stiffler PLLC. OBJECTIVE: That the Board approve an Amendment to a Retention Agreement with Kelley Stiffler PLLC, to provide Workers’ Compensation outside legal services on an "as needed" basis. CONSIDERATIONS: The Board approved a Retention Agreement (the “Agreement”) with the law firm Kelley Stiffler PLLC (the “Firm”) on January 12, 2016, to provide Workers’ Compensation legal services for the County working through the Risk Management Division (Agenda Item 16.K.3). This request seeks approval of the attached proposed Amendment (the “Amendment”) to extend the termination date of the Agreement, provide for the first increase in hourly rates in five years, and to provide enhanced billing instructions. The current Agreement is scheduled to terminate on December 1, 2021. The attached Amendment extends the termination date for an additional three years, with three one-year renewal terms, effective commencing on December 1, 2021. The proposed Amendment also includes a minor increase to the Firm’s rates for the first time since 2016. The Firm’s primary attorney’s, J. Eric S tiffler, hourly rate is increasing by approximately twelve percent, while the paralegal position’s hourly rate is increasing by one-half of one percent. The invoices resulting from the Firm’s work are paid through the County’s third- party claims administrator with such funds being charged to the County’s Workers’ Compensation fund. The proposed Amendment clarifies that payment arrangement, as well as addressing the use of other professionals, consultants, and experts that may be necessary to provide competent professional services. FISCAL IMPACT: The approval and execution of the attached Amendment to the Retention Agreement has no fiscal impact in and of itself but there will be a fiscal impact in accordance with the terms and conditions of the contract, upon the County's request for legal services. GROWTH MANAGEMENT IMPACT: None. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. -SRT RECOMMENDATION: That the Board approve and authorize the Chair to sign the attached Amendment to Retention Agreement with the law firm of Kelley Stiffler PLLC, to extend the termination date of the Agreement, provide for an increase in hourly rates, and to provide clarification regarding billing, and the provision of services. Prepared by: Scott R. Teach, Deputy County Attorney ATTACHMENT(S) 1. Amendment to Retention Agreement Kelley Stiffler (PDF) 2. Backup Documents 01_12_2016 Item #16K3 (PDF) 16.K.4 Packet Pg. 2513 07/13/2021 COLLIER COUNTY Board of County Commissioners Item Number: 16.K.4 Doc ID: 16331 Item Summary: Recommendation to approve and authorize the Chair to sign an Amendment to Retention Agreement for legal services with the Workers’ Compensation law firm of Kelley Stiffler PLLC. Meeting Date: 07/13/2021 Prepared by: Title: Legal Assistant – County Attorney's Office Name: Jessica Hayes 06/21/2021 3:13 PM Submitted by: Title: County Attorney – County Attorney's Office Name: Jeffrey A. Klatzkow 06/21/2021 3:13 PM Approved By: Review: Risk Management Jeff Walker Additional Reviewer Completed 06/21/2021 3:25 PM County Attorney's Office Scott Teach Level 2 Attorney Review Completed 06/22/2021 8:59 AM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 06/22/2021 1:08 PM Budget and Management Office Ed Finn Additional Reviewer Completed 06/22/2021 2:43 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 06/23/2021 2:06 PM County Manager's Office Sean Callahan Level 4 County Manager Review Completed 06/30/2021 5:16 PM Board of County Commissioners Geoffrey Willig Meeting Pending 07/13/2021 9:00 AM 16.K.4 Packet Pg. 2514 16.K.4.a Packet Pg. 2515 Attachment: Amendment to Retention Agreement Kelley Stiffler (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 16.K.4.a Packet Pg. 2516 Attachment: Amendment to Retention Agreement Kelley Stiffler (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 16.K.4.a Packet Pg. 2517 Attachment: Amendment to Retention Agreement Kelley Stiffler (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 16.K.4.a Packet Pg. 2518 Attachment: Amendment to Retention Agreement Kelley Stiffler (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 16.K.4.a Packet Pg. 2519 Attachment: Amendment to Retention Agreement Kelley Stiffler (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 161( 3 RETENTION AGREEMENT WITH KELLEY STIFFLER 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 Kelley Stiffler PLLC of Bonita Springs, Florida. WHEREAS, Kelley Stiffler PLLC has special expertise and resources in a wide range of legal matters, particularly in workers' compensation; and WHEREAS, the County from time to time has a requirement and need for legal services which are particularly within the expertise of Kelley Stiffler PLLC; and WHEREAS, this Retention Agreement is intended to supersede and replace the Retention Agreement approved by the County on September 27, 2005, Agenda Item 16E2. NOW, THEREFORE, in consideration of the premises contained herein, the County hereby hires and retains Kelley Stiffler PLLC, and Kelley Stiffler PLLC hereby agrees to provide legal services to County in defense of workers' compensation claims. ARTICLE 1 COMPENSATION; METHOD OF PAYMENT 1.1 Compensation shall be paid to Kelley Stiffler PLLC 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 Page l of 18 16.K.4.b Packet Pg. 2520 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 16K3 Agreement, upon the request of Kelley Stiff ler PLLC, 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, Kelley Stiffler PLLC 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 Kelley Stiffler PLLC to assign more than one attorney to a project or case. Nevertheless, in order to ensure that such multiple attorney assignments are efficient and cost-effective for the County, Kelley Stiffler PLLC 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 Kelley Stiffler PLLC 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 Page 2 of 18 SJ 16.K.4.b Packet Pg. 2521 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 1 6 K 3 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, Kelley Stiffler PLLC agrees that it will discount the total billings for all attorneys involved in the conference by forty-five (45) percent. 1.4 Kelley Stiffler PLLC 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 Kelley Stiffler PLLC to comply with a term, condition, or requirement of this Agreement. 1.6 Payment shall be made to J. Eric Stiffler at: Kelley Stiffler PLLC 2799 Riverview Ctr. Blvd. Ste. 209 P.O. Box 2485 Bonita Springs, Florida 34134-2485 ARTICLE 2 INSURANCE 2.1 Kelley Stiffler PLLC 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 and form not less than One Million Dollars ($1,000,000.00) per claim and in the aggregate and remain at that level unless this Agreement is amended or until this Page 3 of 18 bJ 16.K.4.b Packet Pg. 2522 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 16 K3 Agreement expires. Kelley Stiffler PLLC shall also supply a coverage declaration/policy renewal sheet to the Risk Management Director for each policy year that this Agreement remains in effect. Such insurance shall also provide, in the event of cancellation or non- renewal, that the discovery period for insurance claims (tail coverage) shall not be less than three (3) 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. 2.3 Kelley Stiffler PLLC 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 December 1, 2015, and to end on December 1, 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. 3.2 Time shall be deemed to be of the essence in performing the duties, obligations and responsibilities by this Agreement. Page 4 of 18 16.K.4.b Packet Pg. 2523 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 161( 3 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, Kelley Stiffler PLLC shall be paid for any services performed to the date the Agreement is terminated; however, upon notice by either party to terminate, Kelley Stiffler PLLC shall refrain from performing further services or incurring additional expenses under the term of this Agreement. Kelley Stiffler PLLC acknowledges and agrees that Ten Dollars ($10) of the compensation to be paid by County, the adequacy of which is hereby acknowledged by Kelley Stiffler PLLC, is given as specific consideration to Kelley Stiffler PLLC for County's right to terminate this Agreement for convenience. Kelley Stiffler PLLC's obligations to the County as provided for hereunder shall cease upon termination, except for participating in an orderly and professional transfer of such responsibilities and files or copies of files to the County or its designee. Such transfer of responsibilities and files Page 5 of 18 G 16.K.4.b Packet Pg. 2524 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 161(3 shall also be in accordance with all requirements of the Rules Regulating The Florida Bar. ARTICLE 5 RECORD AUDIT AND INSPECTION 5.1 County shall have the right to audit the books and records of Kelley Stiff ler PLLC pertinent to the funding under this Agreement. Kelley Stiffler PLLC 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 Kelley Stiffler PLLC's records, Kelley Stiffler PLLC shall comply with all requirements thereof, however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by Kelley Stiffler PLLC. ARTICLE 6 CONFLICT OF INTEREST 6.1 Kelley Stiffler PLLC 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 Kelley Stiffler PLLC be independent and impartial in order to properly conduct its services to the County. Kelley Stiffler PLLC shall not act as counsel in any lawsuit or other adversary proceeding in which County is named as an adversary party or in which Kelley Stiffler PLLC takes an adverse position to the County. Kelley Stiffler PLLC agrees that it will comply at all times with all of the Rules Regulating the Page 6 of 18 0 16.K.4.b Packet Pg. 2525 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 16K3 Florida Bar, including without limitation Rules 4-1.6, 4-1.7 and 4-1.8 concerning confidentiality and the scrupulous avoidance of conflicts of interest. 6.3 Neither Kelley Stiffler PLLC nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with Kelley Stiffler PLLC's loyal and conscientious exercise of judgment related to its performance under this Agreement. 6.4 In the event Kelley Stiffler PLLC is permitted to utilize subcontractors, herein, to perform any services required by this Agreement, Kelley Stiffler PLLC 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 Kelley Stiffler PLLC's firm represents a client in matters having to do with the Collier County government, be it before the Board of County Commissioners or any other agency or division of Collier County government, Kelley Stiffler PLLC will contact the County Attorney's Office before undertaking such representation so that it can be determined whether a conflict of interest exists. ARTICLE 7 INDEMNIFICATION 7.1 Kelley Stiffler PLLC acknowledges and agrees that Ten Dollars ($10.00) of the compensation to be paid by County, the adequacy of which is hereby acknowledged by Kelley Stiffler PLLC, is given as specific consideration to Kelley Stiffler PLLC so that Kelley Stiffler PLLC 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 a Page 7 of 18 16.K.4.b Packet Pg. 2526 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 161(3 negligent act or omission of Kelley Stiffler PLLC, its employees, agents, servants, or officers, 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. Notwithstanding anything herein to the contrary, Kelley Stiff ler PLLC's obligations and liabilities, as well as the County's rights, under the preceding sentence shall be limited solely to the indemnification coverage (if any), terms and policy limits set forth in the professional liability insurance obtained by Kelley Stiffler PLLC pursuant to Article 2 herein and, further, Kelley Stiffler PLLC shall have no personal liability for the indemnification or hold harmless obligations set forth in this Section 7.1. The provisions of this section shall survive the expiration or earlier termination of this Agreement. Subject to the limitations set forth in this Section 7.1, to the extent considered necessary by County, any sums due Kelley Stiff ler PLLC 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 Kelley Stiffler PLLC, whether finished or unfinished, shall become the property of County and shall be delivered by Kelley Stiff ler PLLC to the County within seven (7) days of termination of this Agreement by either Page 8 of 18 vJ 16.K.4.b Packet Pg. 2527 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 161( 3 party. Any compensation due to Kelley Stiff ler PLLC shall be withheld until all documents are received as provided herein. ARTICLE 9 INDEPENDENT CONTRACTOR 9.1 Kelley Stiffler PLLC is an independent contractor under this Agreement. Services provided by Kelley Stiffler PLLC shall be subject to the supervision of Kelley Stiffler PLLC, and such services shall not be provided by Kelley Stiffler PLLC 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 Kelley Stiff ler PLLC 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 Kelley Stiffler PLLC'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. Page 9 of 18 0 16.K.4.b Packet Pg. 2528 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 161( 3 10.3 Kelley Stiff ler PLLC 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, Kelley Stiff ler PLLC shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and conditions of employment, training (including apprenticeship), and accessibility. 10.4 Kelley Stiff ler PLLC 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, other forms of compensation, terms and conditions of employment, training (including apprenticeship), and accessibility. 10.5 Kelley Stiff ler PLLC 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 Page 10 of 18 101 16.K.4.b Packet Pg. 2529 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 16K3 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 KELLEY STIFFLER PLLC: J. Eric Stiffler, Esq. Kelley Stiff ler PLLC 2799 Riverview Ctr. Blvd. Ste. 209 P.O. Box 2485 Bonita Springs, Florida 34134-2485 ARTICLE 12 MISCELLANEOUS 12.1 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. 12.2 COMPLIANCE WITH LAWS Kelley Stiffler PLLC 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. Page 11 of 18 16.K.4.b Packet Pg. 2530 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 12.3 SEVERANCE 16K3 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 Kelley Stiffler PLLC elect to terminate this Agreement. The election to terminate this Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 12.4 APPLICABLE LAW AND VENUE This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Venue for litigation concerning this Agreement shall be in Collier County, Florida. 12.5 PRIOR AGREEMENTS This document supersedes all prior negotiations, correspondence, conversations, and 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 l2of18 3 16.K.4.b Packet Pg. 2531 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 161( 3K3 ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, Clerk COLLIER COUNTY, FLORIDA 1,1 aer ea.,By/ te. De qty Clerk TIM ANCE, CHAIRMAN \vZ kAtestasto.Cfi in s signature only, Approved as to form ity: I w '. 1-4' Scott R. Teach Deputy County Attorney REMAINDER OF PAGE INTENTIONALLY LEFT BLANK REMAINING SIGNATURE PAGE TO FOLLOW 51 Page 13 of 18 16.K.4.b Packet Pg. 2532 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 161( 3 Kr STIFFLER,PLLC of i o9 5-zy7 J. Eric S littler, tr. Its: ag; 3) Page 14 of 18 16.K.4.b Packet Pg. 2533 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 6 K EXHIBIT A For professional services rendered, Kelley Stiff ler PLLC's fee shall be based on the hourly rate as follows: Attorneys (J. Eric Stiffler) $175.00 per hour; All other Partners 175.00 per hour Paralegal Rate 120.00 per hour Kelley Stiff ler PLLC'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 must have Board approval prior to additional work being performed. Where appropriate a "not to exceed" sum shall be agreed to when each assignment is made to Kelley Stiff ler PLLC. In the event that Kelley Stiff ler PLLC is required or requested to perform any additional or extraordinary services not herein contemplated, Kelley Stiffler PLLC 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. Kelley Stiffler PLLC 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. Kelley Stiff ler PLLC 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. Page 15 of 18 16.K.4.b Packet Pg. 2534 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 16K3 EXHIBIT B 1.In addition to the charges for professional fees set forth in Exhibit "A," and the Schedules attached hereto, County shall reimburse Kelley Stiff ler PLLC 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. Kelley Stiffler PLLC 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.Kelley Stiffler PLLC 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 Kelley Stiffler PLLC 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. Page 16 of 18 16.K.4.b Packet Pg. 2535 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) 16K3 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 Legal Research costs (Lexis-Nexis, Westlaw, etc.) shall not be reimbursed 0 Page 17 of 18 16.K.4.b Packet Pg. 2536 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC) EXHIBIT C 16K3 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 @ $0.29/mile outside of Monroe, Collier, and Lee Counties) OTHER (Copies of invoices required): Long Distance Calls Other: TOTAL: FOR THE FIRM Signed: Print Name: Title: Date: Page 18 of 18 16.K.4.b Packet Pg. 2537 Attachment: Backup Documents 01_12_2016 Item #16K3 (16331 : Amendment to Retention Agreement with Kelley Siffler PLLC)