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Backup Documents 10/28/2014 Item #16K2 ORIGINAL DOCUMENTS CHECKLIST & ROUTING WI6 K TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT T THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office /6)/26-h- 4. z �l 4. BCC Office Board of County / / Commissioners \ 5 \o\30\\A 5. Minutes and Records Clerk of Court's Office RtY\ (fl(1614 3=34fini PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Scott R.Teac /County Attorney's Office Phone Number 252-8400 Contact/ Department Agenda Date Item was 10/28/14 Agenda Item Number 16K2 Approved by the BCC Type of Document Amendment to Agreement Number of Original 1 Attached Documents Attached PO number or account \*Vcf .. number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? SRT 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed SRT by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's SRT Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the SRT document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's SRT signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip SRT should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 10/28/14 (enter date)and all changes SRT " made during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the SRT BCC,all changes directed by the BCC have been made,and the document is ready f., the s Chairman's signature. I:Forms/County Forms/BCC Forms/Original Documents uting Slip Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 Ann P. Jennejohn 1 6K` 2 From: Ann P.Jennejohn Sent: Friday, October 31, 2014 1:22 PM To: Allen, Debbie Subject: Item#16K2 10-28-14 (Agreement Amendment) Attachments: Baker, Donelson, Bearman, Caldwell & Berkowitz (Agreement Amendment).pdf Hi Debbie, Per your request, attached is a copy of the amendment to the Baker, Donelson, Bearman, Caldwell & Berkowitz Retention Agreement from this past Tuesday's Board Meeting. Have a nice weekend! Ann Jennejohn, Deputy Clerk Clerk of the Circuit Court Clerk of the Value Adjustment Board Collier County Minutes & Records Dept. 239-252-8406 239-252-8408 (Fax) 1 1 6K 2 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 Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., (hereinafter referred to as "Counsel"). WITNESSETH WHEREAS, on January 28, 2014, the County and Counsel entered into an Assumption Agreement (the "Agreement") wherein the County agreed to retain Counsel to provide professional specialized legal services; and WHEREAS, the professional services to be rendered as specified in numbered paragraph one (1) of the Agreement is for a two (2) year term with three (3) additional renewal terms of one year per each term; and WHEREAS, the initial term of the Agreement, is currently scheduled to terminate on November 12, 2014; 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 an effective commencement date of September 1, 2014; and WHEREAS, Exhibit"A"to the agreement outlines the fees to be charged for professional services to be rendered during the term of this Amendment. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree to amend the Agreement as follows: I. Article 3 entitled Term and Time of Performance is amended as follows: ARTICLE 3 TERM AND TIME OF PERFORMANCE 1.1 The term of this Agreement shall be extended for a period of two (2) years to begin November 13, 2012 September 1, 2014 and to end on November 12, 2044 September 1. 2016, unless terminated earlier in accordance with the provisions of this Agreement. Absent notice of intent to terminate, the Agreement may be renewed upon mutual consent of the parties for three (3) additional terms of one (1) year each. (In the event the term of 1 16f( 2 this Agreement extends beyond a single fiscal year of the 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.) 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 any subsequent years of the Agreement, upon the request of Baker Donelson, the County Attorney is authorized to negotiate to increase the hourly rate up to a maximum of ten (10) percent. In the negotiation process, Baker Donelson must substantiate the reason the request is being made (i.e. market conditions, increase in CPI, etc.). II. Exhibit"A" is amended as follows: EXHIBIT A For professional services rendered, Baker Donelson's fee shall be based on the following hourly rate: Attorney Billing Rate Ernest B. Abbott $400.00 per hour Other Attorneys $200.00 250.00 per hour Paralegal/Legal Assistant $120.00 130.00 per hour Baker Donelson'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 Baker Donelson.) In the event that Baker Donelson is required or requested to perform any additional or extraordinary services not herein contemplated, Baker Donelson 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. 2 . , e, 16K ? Baker Donelson 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. Baker Donelson 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 this213day ofOrcc— , 2014, with the intention to attach this Amendment to the original Agreement. ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, Clerk COLLIER COUNTY FLORIDA . w. By: c . By: &.,., • r ;Deputy Clerk Commissioner Tom H ing, Chairman Attest as to Chairman s signature only. �� proved as to rm and legality: If % 1_,_ t cott R. Teach Deputy County Attorney Item# 1(.00- Agenda to'Z ..l T Date Date I A ..i f Rec'd V 4 i.) 3 Depu' Clerk r a 1 6K 2 BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C. Ac.-5:0 T By. _Its: . 6_c__.--o� l Ste' 31.' l e../t ` Or- ovi_unik .i A SS COUNTY OF The foregoing Retention Agreement was acknowledged before me this 1'/klay of _.TO . , 2014, by Ei?il1EST IS j1,B is as OF L'OURISEL- of Baker, Donelson, Bearman, C ldwell & Berkowitz, P.C., on behalf of . He/she-is personally known to me.cf ted—_-- as identification. 1 '_BI,i/ '%,, Signa re of Notar Pub1i z NIO r44o .-.,..c-D--- Et-i4gEN- -7-11ykoK _ - . .1* Name of Notary Public typed,printed or V • My Commission Expires: EUZABETH.TAYLOR ` n��?� NOTARY PUBLIC DISTRICT OF COLUMBIA IP My Commission Expires March 31,2017' 4 16K2 16K 1 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into as ofSorNt.s.-r,ZI 2014 by and between the law firm of Baker,Donelson,Bearman,Caldwell&Berkowitz,P.C.and Collier County,a political subdivision of the State of Florida("County"). WHEREAS,on December 11,2012,the Collier County Board of County Commissioners entered into Retention Agreement with FEMA Law Associates, PLLC (attached hereto as Exhibit"A,"and hereinafter referred to as the"Agreement"),as amended;and WHEREAS, Ernest B. Abbott represents to Collier County that he is merging his firm with Baker,Donelson,Bearman,Caldwell&Berkowitz,P.C.;and WHEREAS, the parties wish to have the law firm of Baker, Donelson, Bearman, Caldwell&Berkowitz,P.C.to formally assume the rights and obligations under the Agreement, effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration,the receipt and sufficiency of which are acknowledged by the parties,it is agreed as follows: 1. The law firm of Baker,Donelson,Bearman,Caldwell&Berkowitz,P.C. accepts and assumes all rights, duties,benefits,and obligations of the Contractor under the Agreement, as amended,including all existing and future obligations to perform under the Agreement,except that the rate for law clerks and paralegals listed in Exhibit A of the Agreement shall be$120 per hour(rather than$80 per hour). 2. The law firm of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. will promptly deliver to County evidence of insurance consistent with Article 2 of the Agreement. 3. Except as expressly stated, no further supplements to, or modifications of, the Agreement,as amended,are contemplated by the parties. 4. Notice required under the Agreement to be sent to Contractor shall be directed to: CONTRACTOR: Baker,Donelson,Bearman,Caldwell&Berkowitz,P.C. 920 Massachusetts Avenue,N.W. Suite 900 Washington,DC 20001 5. The County hereby consents to the law firm of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. assumption of the Agreement, as amended. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat the law firm of Baker,Donelson,Bearman,Caldwell&Berkowitz,P.C. as the Contractor for all purposes under the Agreement. Page 1 of 2 1 6K 6k 1 IN WITNESS WHEREOF,the undersigned have executed and delivered this Assumption Agreement,effective as of the date first above written. FOR COLLIER COUNTY: ATTE,$TT:i 13, . BOARD OF COUNTY COMMISSIONERS DW1GHT.E.Bk9CK,Clerk COLLIER COUNTY,FLORIDA ' ley: r�,., • ' 1 A . t- G_'. • �µ� ' 1 , 4Comm,Tom Henning At Stas.-, ' II118t1'8 Chairman signYstti a onfy By: as to formnd legality y 1 Z -4- z Scott R.Teach Deputy County Attorney For the Law firm of Baker,Donelson,Bearman,Caldwell&Berkowitz,P.C. By: A !'J� ' Title: 0C Cep(,44,. •- Date: -0,„.„1,,, a-73 2ot3 STATE-eI.F A a,L .6. ' ,r t3 C6 $F ,3...\,,,,,,_4. -6.� Loki mt),c._, � The foregoing Assumption Agreemer;t yeasacknowledged before me this ,)/ day of )Pev c „,h,Q 12013,by t �>^esi" S,/►ELv ,� He is personally known to me or produced as identification. '1.--------, keL�.L., Signature of Nota Public c� . 1y, ���� ilitem# Name of Notary Public(typed or printed) My Commission Expires: 04-C BOBBIEJ.SCHWIER ICT OF COLUMBIA N� Plssion ExpUBLIC ires O oberr 14,2015 NIV Cpm Page 2 of 2 1 6K 2 E:.hitit A to Assumption Agreement 16K 1 RETENTION AGREEMENT WITH FEMA LAW ASSOCIATES,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 FEMA Law Associates, PLLC ("FLA") whose principal place of business is located at 1725 I Street, NW, Suite 300, Washington,D.C. 20006. Whereas, FLA has special expertise and resources in representing public agency clients on issues arising under the laws, regulations, and policies of the Federal Emergency Management Agency ("FEMA"), including but not limited to matters seeking to reverse the deobligation of FEMA assistance grants;and Whereas, the County wishes to retain counsel to provide legal services which are particularly within the expertise of FLA; Now,therefore, in consideration of the premises contained herein,the County hereby hires and retains FLA and FLA hereby agrees to provide legal services to County. ARTICLE I COMPENSATION:METHOD OF PAYMENT 1.1 Compensation shall be paid to FLA 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. Page l of 16 16K 2 16K1 ;U 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 any subsequent years of the Agreement, upon the request of FLA, 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, FLA must substantiate the reason the request is being made(i.e.market conditions,increase in CPI,etc.) 1.3 Multiple Attorney Assignments. FLA agrees that all legal services will be primarily provided for the County by its Principal,Ernest B. Abbott,with assistance from his designated paralegal staff,and by any other FLA attorney(either currently in FLA's employ or subsequently hired)as designated by Mr.Abbott. 1.4 FLA 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 FLA to comply with a term,condition, or requirement of this Agreement. 1.6 Payment shall be made to FLA at: FEMA Law Associates, PLLC Suite 300 1725 I Street,NW Page 2of16 €(. 16 ri Washington,D.C.20006 ARTICLE 2 INSURANCE 2.1 FLA 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 no less than Two Million Dollars($2,000,000.00) per occurrence, Combined Single Limits. If any liability insurance obtained by FLA 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 an insurance company with at least an"A"rating from the A.M. Best Company, Inc. 2.3 FLA 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. Page 3of16 1-U2 1 6 K 1 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 November 13, 2012 and to end on November 12, 2014, 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(I)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. 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(1 0)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, Page 4 of 16 Av 16K2 16K1 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, FLA shall be paid for any services performed to the date the Agreement is terminated; however, upon notice by either party to terminate, FLA shall refrain from performing further services or incurring additional expenses under the term of this Agreement. FLA acknowledges and agrees that . Ten Dollars ($10) of the compensation to be paid by County, the adequacy of which is hereby acknowledged by FLA,is given as specific consideration to FLA for County's right to terminate this Agreement for convenience. FLA's obligations to the County as provided for hereunder shall cease upon termination,except for participating in an orderly and professional transfer of such responsibilities and files or copies of files to the County or its designee: ARTICLE 5 RECORD AUDIT AND INSPECTION 5.1 County shall have the right to audit the books and records of FLA pertinent to the funding under this Agreement. FLA 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. Page 5of16 (Cf 1-6.K2 16K 5.2 If the Florida Public Records Act (Chapter 119, Fla. Stat.)is determined by County to be applicable to FLA's records,FLA shall comply with all requirements thereof. ARTICLE 6 CONFLICT OF INTEREST 6.1 FLA 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 FLA be independent and impartial in order to properly conduct its services to the County. FLA shall not act as counsel in any lawsuit or other adversary proceeding in which County is named as an adversary party or in which FLA takes an adverse position to the County. 6.3 Neither FLA nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with FLA's loyal and conscientious exercise of judgment related to its performance under this Agreement. 6.4 In the event FLA is permitted to utilize subcontractors, herein, to perform any services required by this Agreement, FLA 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 FLA'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, FLA will contact the County Attorney's Office before undertaking such representation so that it can be determined whether a conflict of interest exists. Cq Page 6 of 16 16*a : 16K 1 ARTICLE 7 OWNERSHIP OF DOCUMENTS 7.1 Any and all 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 documents prepared by FLA,whether finished or unfinished,shall become the property of County and shall be delivered by FLA to the County within seven (7) days of termination of this Agreement by either party. Any compensation due to FLA shall be withheld until all documents are received as provided herein. ARTICLE 8 INDEPENDENT CONTRACTOR 8.1 FLA is an independent contractor under this Agreement. Services provided by FLA shall be subject to the supervision of FLA,and such services shall not be provided by FLA 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 9 NONDISCRIMINATION,EQUAL OPPORTUNITY AND AMERICANS WITH DISABILITIES ACT 9.1 FLA 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 Page 7 of 16 1.\±) 1-6X 16K 1 Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations,guidelines,and standards. 9.2 FLA's decisions regarding the delivery of services under this Agreement shall be made without regard to or consideration of race,age,religion,color,gender,sexual orientation national origin, martial status, physical or mental disability, political affiliation,or any other factor which cannot be lawfully or appropriately used as a basis for service delivery. 9.3 FLA 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, FLA shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and conditions of employment,training(including apprenticeship),and accessibility. 9.4 FLA 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. Page 8 of 16 CA 1112 16K 1 9.5 FLA shall not engage in or commit any discriminatory practice in performing the Scope of Services or any part of Scope of Services of this Agreement. ARTICLE 10 NOTICES 10.1 Whenever either party desires to give notice to the other, such notice must be in writing, sent by registered or certified United States Mail,postage prepaid,return receipt requested,or by hand-delivery,addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present,the parties designate the following: FOR COLLIER COUNTY: Jeffrey A. Klatzkow,County Attorney Government Center 3299 Tamiami Trail East Suite 800 Naples, Florida 34112 FOR FEMA LAW ASSOCIATES.PLLC: Ernest B.Abbott,Esq. FEMA Law Associates,PLLC Suite 300 1725 I Street,NW Washington,D.C.20006 ARTICLE 11 MISCELLANEOUS 11.1 WAIVER OF BREACH AND MATERIALITY Page 9 of 16 Cp 1 &K2 16K 1 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. 11.2 COMPLIANCE WITH LAWS FLA 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. 11.3 SEVERANCE In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless County and FLA elect to terminate this Agreement. The election to terminate this Agreement based upon this provision shall be made within seven(7)days after the finding by the court becomes final. 11.4 APPLICABLE LAW AND VENUE This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Venue for litigation concerning this Agreement shall be in Collier County, Florida. 11.5 PRIOR AGREEMENTS This document supersedes 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 Page 10 of 16 CA 1-6442 16K 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. 11.6 INCORPORATION BY REFERENCE The truth and accuracy of each"Whereas"clause set forth above is acknowledged by the parties. The attached Exhibits"A,""B"and"C"are incorporated into and made a part of this Agreement. DATE: December 11,2012 BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORID• ATTEST: DWIGHT F.,BROCK,CLERK By: 411 .6 ,LA I S . , 1 _Ai . FRED W.COYLE,CHAIR;f A • Appfiiifeci tot f rm and le ' ffiibi n Scott R.Teach Deputy County Attorney Page llofl6 CA 16K2 16K1 FEMA Associat LLC DATE: /�6yr. Z _ rJ/�(�' l/ By: yy mest B.Abbott,Esq. Its: 4,7"'\ CITY OF WASHINGTON DISTRICT OF COLUMBIA The foregoing Retention Agreement was acknowledged before me this ,?-01'day of JV,&OWL , 2012, by Err es 1- g Ablairas „ic..PC/` of FEMA Law Associates, PLLC, on behalf of Ernest B. Abbott. He/she is personally known to me or produced D—fiver'/ LIce„u as identification. Signature of Notary Public F/(*&/,*ate► Name of Notary Public typed,printed or My Commission Expires: BRIAN FRIEDMAN 'pON° Notary Pubic Maid of Columb a .� � � 4CargaissionExprssm14,3713 -! A�., •:Sj: •*... ,,,error`'%� Page 12 of 16 C� 14K2 16K 1 EXHIBIT A For professional services rendered,FEMA Law Associates PLLC's fee shall be based on the hourly rate as follows: Ernest B.Abbott $400.00 per hour Other Attorneys $200.00 per hour Law Clerks&Paralegals $80.00 per hour FEMA Law Associates' fee shall not exceed$100,000.00 without the prior 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 FEMA Law Associates.) In the event that FEMA Law Associates is required or requested to perform any additional or extraordinary services not herein contemplated, FEMA Law Associates 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. FEMA Law Associates 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. FEMA Law Associates 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 13 of 16 16K2 16K 1 EXHIBIT B 1. In addition to the charges for professional fees set forth in Exhibit "A," and the Schedules attached hereto,County shall reimburse FEMA Law Associates 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. FEMA Law Associates 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. FEMA Law Associates 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 FEMA Law Associates for retention and utilization of sub-consultants. . CA Page 14 of 16 16K1 1 6K 2 • Reimbursable expense must be verified by attached receipts or copies thereof. D Claims for mileage and meals cannot exceed statutory allowance as provided for under Chapter 112, F.S. Meals and mileage cannot be charged unless the professional has traveled outside the county of the principal business location. ➢ Claims for lodging at single rate(actual cost)must be substantiated by paid bill or charge,with a cap of no more than S150.00 per night. • Car rentals required for travel should include compact or standard-size vehicles only. D 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 15 of 16 1bK 1 1 6K 2 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(Copies of invoices required): Long Distance Calls $ Other: $ TOTAL:• $ FOR THE FIRM Signed: Print Name: Title: ' Date: o.COA >1 5/28 7 Page 16 of 16 CA