Agenda 05/27/2025 Item #16K 2 (Provide informed written consent waiving any potential conflict that the Board may have concerning the law firm Carlton Fields, P.A. )5/27/2025
Item # 16.K.2
ID# 2025-1829
Executive Summary
Recommendation to provide informed written consent waiving any potential conflict that the Board may have concerning
the law firm Carlton Fields, P.A. (the “Firm”) under the County’s current Retention Agreement with the Firm concerning
its unrelated representation of Williams Farms Land Assets, LLC, a Florida limited liability company, Williams Farms of
Immokalee, Inc., a Florida corporation, Diane R. Williams and Carrie E. Williams as Co-Trustee of the James E.
Williams, Jr. Non-Exempt Estate Tax Sheltered Trust u/a/d 08/13/93, Carrie E. Williams and James E. Williams, III as
Trustees of the Williams Family Assets Trust u/a dated April 25, 1997, and Diane R. Williams and Carrie E. Williams as
Co-Trustees of the James E. Williams, Jr. GST-Exempt Estate Tax Sheltered Trust u/a/d 08/13/93 (hereafter the
“Williams Clients”) in connection with the Williams Client’s sale of +/- 2,247 acres of real property in Immokalee to
Collier County, Florida, and to approve an Amendment to the Retention Agreement updating current hourly rates and
exercising the first renewal term under the agreement.
OBJECTIVE: To obtain the Board’s approval of a written waiver as to any potential conflict of interest relating to the
Firm, who has provided legal services to the Board for in excess of 25 years under a Retention Agreement, as amended,
so that the Firm may also represent the Williams Clients in connection with unrelated legal services concerning the sale
of real property to the County, and to approve an amendment to the Agreement.
CONSIDERATIONS: The County Attorney's Office is recommending that the Board approve a written waiver of a
potential conflict of interest by allowing the Firm, one of its retained outside legal counsel that has provided specialized
construction-related legal and mediation services, and future specialized public utility legal services, to also represent
the Williams Clients in connection with the sale of +/- 2,247 acres of real property to the County. The Williams
Clients’ sale of property to the County will not impact the Firm’s ability to provide fair, impartial and competent service
to the County on other legal matters, including but not limited to public utility, construction law, and the provision of
mediation services.
On May 7, 2025, the County Attorney’s Office contacted the Firm to discuss the possibility of engaging one of its
attorneys for specialized public utility work on an as needed basis in the future. On May 13, 2025, the Firm contacted
the County Attorney’s Office to inform the County it had been recently engaged by the Williams Clients concerning the
sale of real property to the County. As a result, it is requesting a written waiver from both the County and the Williams
Clients to continue with its separate representation of its clients on those unrelated matters.
The Rules Regulating the Florida Bar (Rule 4-1.7) govern the conflict that arises as a result of the Firm’s contractual
relationship with the County under the current Retention Agreement (most recently extended on October 24, 2023 –
Agenda Item 16.K.4) and its desired representation of the Williams Clients. Although an attorney is generally
prohibited from representing one client when the representation will be directly adverse to another client, the
representation is allowable if each affected client gives its informed consent, confirmed in writing. The Firm is not
currently handling any active matters under its Retention Agreement with the County but even if it were, such
representation would not place it in a position that would be directly adverse to the County if the Firm also represents
the Williams Clients on the sale of unrelated real property. The County Attorney’s Office reasonably believes the Firm
can provide competent and diligent representation to the County and the Williams Clients, that such representation is
not prohibited by law, and does not materially impair the Firm’s professional obligations to the County. In connection
with the Board’s approval of the requested waiver, it would be agreeing to the following waiver terms:
• The Firm will not: (i) disclose to either party any information concerning the other party that has been
identified to the Firm as confidential or proprietary or that the Firm should reasonably believe to be confidential
or proprietary, or (ii) otherwise make use of any such information concerning either party without its prior
written consent.
• No matter in which the Firm has represented or represents the County is directly or substantively related to the
real property transaction, and the Firm has not received any confidential information from the County relating
to the real property transaction.
• This waiver does not extend to any dispute or litigation that may arise between the County and the Williams
Clients regarding the real property transaction.
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5/27/2025
Item # 16.K.2
ID# 2025-1829
• The Firm has reviewed the potential conflict and concluded that it will not in any way impact the ability of the
firm to effectively represent either party on these unrelated matters.
The County Attorney's Office recommends that the Board consent to the Firm’s representation of the Williams Clients
in connection with the real property transaction referenced above, while it continues to provide unrelated legal services
on behalf of the County, and that the Chairman be authorized to sign the Waiver of Conflict of Interest located at the
bottom of this Executive Summary.
The County Attorney’s Office also recommends the approval of the attached Amendment to Agreement for Legal
Services to amend the existing Retention Agreement with the Firm to update its hourly rates. The updated rates are
consistent with the rates that were offered in the Firm’s most recent County contract, which is with Lee County. The
proposed Amendment also authorizes exercising the first of three one-year renewal terms under the Agreement.
FISCAL IMPACT: There is no fiscal impact associated with this Executive Summary.
GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this Executive
Summary.
LEGAL CONSIDERATIONS: This item is approved as to form and legality, and requires majority vote for Board
approval.—SRT
RECOMMENDATIONS: That the Board approve and provide informed, written consent waiving any conflict that the
Board may have with Carlton Fields, P.A. under its Retention Agreement with respect to the Firm providing unrelated
representation to the Williams Clients in connection with the Williams Clients’ sale of +/- 2,247 acres of real property in
Immokalee to Collier County, and based on the terms and conditions set forth herein, approve the attached Amendment
to Agreement for Legal Services, and authorizes its Chairman to sign the below Waiver of Conflict of Interest signature
line and the Amendment.
PREPARED BY: Scott R. Teach, Deputy County Attorney
ATTACHMENTS:
1. [810335] Fully Executed Retention Agreement with Carlton Fields PA
2. 14-6194 Amendment FY24_CarltonFields_FullyExec srt
3. May 2025 CF Amendment to Retention Agrmt 05.16.25
4. Waiver of Conflict of Interest attachment 05.20.25
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1 6 K 4 11
AMENDMENT TO RETENTION AGREEMENT WITH CARLTON FIELDS,P.A.
THIS AMENDMENT TO RETENTION 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 Carlton Fields, P.A., (hereinafter
referred to as "Counsel").
WITNESSETH
WHEREAS, on October 8, 2013, (Agenda Item 1610)the County and Counsel entered into an
Agreement (the "Agreement") wherein the County agreed to retain Counsel to provide professional
specialized legal services; and
WHEREAS, on September 25, 2018, (Agenda Item 16.K.1) the Parties entered into an
Amendment to the Agreement providing for an extension of the original term for two additional years,
with the ability to further renew the Agreement for three additional terms of one-year each;and
WHEREAS, on February 16, 2021, the Parties further amended the Agreement to correct
billing rates reflected on Exhibit"A"to the Agreement; and
WHEREAS, on May 19, 2023, the Parties further amended the Agreement to add an
additional billing category and rate associated with Counsel's provision of mediation services that can be
billed under the Agreement as a legal service under Exhibit "A," and to clarify that the need to submit
the Exhibit "C" Certificate only applies when reimbursable expenditures are included as part of an
invoice, and not when Counsel submits an invoice only seeking payment for services based on the hourly
rates designated in Exhibit"A"; and
WHEREAS, the Parties have renewed the Agreement as permitted thereunder and the contract
between the Parties remains active and services are currently eligible to be rendered thereunder,with
the current term of the Agreement set to expire on October 27,2023; and
WHEREAS,the Parties wish to further amend the Agreement to extend the term of service and
the existing rates for Principals and Associates, which have not been increased since 2018 for providing
these specialized legal services, for an additional two years, with three one-year renewal terms
commencing on October 28,2023.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,
the parties hereto agree to further amend the Agreement as follows (underscoring/added and
strikethrough/deleted):
1. The rates for Principals and Associates provided for in Exhibit "A" to the Agreement is
amended as follows:
EXHIBIT"A"
For professional services rendered, Carlton Fields' fee shall be based on the hourly rate as follows:
Paul J.Ullom 460.00 400.00 per hour;
and all other firm principals;
1
CAO
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1 6K 4 I
315.00 27--5,00 per hour for services provided by associates;
175.00 per hour for services provided by law clerks¶legals.
Mediator Services 420.00 per hour
split evenly between the participating parties)
Carlton Field's fee shall not exceed$100,000.00 per new matter assigned without the approval of the
Board of County Commissioners. Any expenditure beyond the initial $100,000.00 approval by the
Board of County Commissioners must have Board approval prior to work being performed. (Where
appropriate a"not to exceed"sum shall be agreed to when each assignment is made to Carlton Fields.)
In the event that Carlton Fields is required or requested to perform any additional or extraordinary
services not herein contemplated, Carlton Fields 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.
Carlton Fields 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. Carlton Fields 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.
2. Article 3, Term and Time of Performance is amended as follows:
ARTICLE3
TERM AND TIME OF PERFORMANCF,
3.1 The term of this Agreement shall be for a period of two(2)years to begin October
28,2023 and to end on October 27,2025,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.)
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16K. 4
Except as modified by this Amendment, all other terms and conditions of the Agreement, as
previously amended, 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 hereto, have each, respectively, by an authorized person
or agent,have executed this Amendment as of the 24th day of October 2023.
ATTEST:
Crystal K.Kinzel;Clerk of Circuit Court BOARD OF COUNTY COMMISSIONERS
and Comptroller COLLIER COUNT FLORIDA
By: By:
r . Rick LoCastro,Chairman
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Waiver of Conflict of Interest regarding Carlton Fields, P.A.’s unrelated representation of
Williams Farms Land Assets, LLC, a Florida limited liability company, Williams Farms of
Immokalee, Inc., a Florida corporation, Diane R. Williams and Carrie E. Williams as Co-
Trustee of the James E. Williams, Jr. Non-Exempt Estate Tax Sheltered Trust u/a/d 08/13/93,
Carrie E. Williams and James E. Williams, III as Trustees of the Williams Family Assets Trust
u/a dated April 25, 1997, and Diane R. Williams and Carrie E. Williams as Co-Trustees of the
James E. Williams, Jr. GST-Exempt Estate Tax Sheltered Trust u/a/d 08/13/93 (hereafter the
“Williams Clients”) in connection with the Williams Client’s sale of +/- 2,247 acres of real
property in Immokalee to Collier County, Florida, and the Firm’s provision of legal services
under its Retention Agreement with the County.
Waiver of Conflict of Interest
BOARD OF COUNTY COMMISSIONERS
ATTEST: OF COLLIER COUNTY, FLORIDA
Crystal K. Kinzel, Clerk of Courts
& Comptroller
By:______________________________ By:___________________________________
Deputy Clerk Burt L. Saunders, Chairman
Date: May 27, 2025
Approved as to form and legality
________________________________
Scott R. Teach, Deputy County Attorney
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