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Agenda 04/13/2021 Item #16K3 (4th Amendment to Legal Services Agreement)04/13/2021 EXECUTIVE SUMMARY Recommendation to approve a Fourth Amendment to Agreement for Legal Services relating to the Retention Agreement with Allen, Norton & Blue, P.A. OBJECTIVE: For the Board to approve the attached Fourth Amendment to Agreement for Legal Services relating to the Retention Agreement with the law firm of Allen, Norton & Blue, P.A (“Counsel”), providing for an approximate 10% increase to its hourly rate. CONSIDERATIONS: On February 27, 2008, the County and Counsel entered into an Agreement (the “Agreement”) wherein the County agreed to retain Counsel to provide professional specialized legal services on an as needed basis. Counsel generally provides labor negotiation assistance related to Collier County Emergency Medical Services. On January 8, 2013, the County and Counsel entered into an Amendment to the Agreement for Legal Services extending the term of the Agreement to February 26, 2016, with the ability to renew upon mutual consent of the parties for two additional terms of one year each. On September 8, 2015, the County and Counsel entered in a further Amendment to the Agreement for Legal Services amending the hourly rate in the underlying agreement, which had not increased since 2008. On January 9, 2018, the County entered into a Third Amendment to the Agreement that adjusted the rates charged by Counsel and further extended the services for an additional three year term, with two additional renewal terms of one year each. Counsel’s rates have remained unchanged since January 2018 and Counsel is seeking an approximately 10% increase ($25.00) to its hourly rate. Historically Counsel has been very conservative in its billing practices. As noted above, between 2008 and 2015, Counsel did not seek any increase in its billing rate. The 10% increase requested by Counsel is reasonable and a proposed Amendment is attached for the Board’s consideration. No other provisions of the contract are being modified. FISCAL IMPACT: Subject to approval of the proposed Fourth Amendment, upon use of Counsel’s services, the hourly rate for partner and associates providing services under the Agreement will increase by $25.00 per hour. GROWTH MANAGEMENT IMPACT: None. LEGAL CONSIDERATIONS: The proposed Fourth Amendment is approved as to form and legality, and requires majority vote for Board approval. -SRT RECOMMENDATION: That the Board approves, and authorizes its Chair to sign, the Fourth Amendment to Agreement for Legal Services relating to the Retention Agreement with the law firm of Allen, Norton & Blue, P.A. PREPARED BY: Scott R. Teach, Deputy County Attorney ATTACHMENT(S) 1. Rentention Agreement for Legal Services (PDF) 2. Amendment to Agreement for Legal Services (PDF) 3. Second Amendment to Agreement for Legal Services (PDF) 4. Third Amendment to Agreement for Legal Services (PDF) 5. Fourth Amendment to Legal Services (PDF) 16.K.3 Packet Pg. 1686 04/13/2021 COLLIER COUNTY Board of County Commissioners Item Number: 16.K.3 Doc ID: 15383 Item Summary: Recommendation to approve a Fourth Amendment to Agreement for Legal Services relating to the Retention Agreement with Allen, Norton & Blue, P.A. Meeting Date: 04/13/2021 Prepared by: Title: Legal Assistant – County Attorney's Office Name: Jessica Hayes 03/23/2021 10:43 AM Submitted by: Title: County Attorney – County Attorney's Office Name: Jeffrey A. Klatzkow 03/23/2021 10:43 AM Approved By: Review: County Attorney's Office Scott Teach Level 2 Attorney Review Completed 03/25/2021 11:54 AM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 03/25/2021 12:12 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 03/26/2021 8:46 AM Budget and Management Office Mark Isackson Additional Reviewer Completed 03/29/2021 4:16 PM County Manager's Office Dan Rodriguez Level 4 County Manager Review Completed 03/30/2021 8:40 AM Board of County Commissioners MaryJo Brock Meeting Pending 04/13/2021 9:00 AM 16.K.3 Packet Pg. 1687 16.K.3.a Packet Pg. 1688 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1689 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1690 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1691 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1692 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1693 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1694 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1695 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1696 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1697 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1698 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1699 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1700 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1701 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1702 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1703 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.a Packet Pg. 1704 Attachment: Rentention Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16K2 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 Allen, Norton & Blue, P.A., 1477 West Fairbanks Avenue, Suite 100, Winter Park, Florida 32789 (hereinafter referred to as "Counsel "). WITNESSETH WHEREAS, on February 27, 2008, 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, the professional services to be rendered as specified in Article 3 of the Agreement is for a three (3) year term with two (2) additional renewal terms of one year per each term; and WHEREAS, the term of the Agreement, will expire on February 26, 2013; and WHEREAS, the parties wish to amend the Agreement to extend the term of service at the existing rates for providing these specialized legal services for an additional three (3) years commencing on February 26, 2013. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree to amend the Agreement as follows: ARTICLE 3 TERM AND TIME OF PERFORMANCE 3.1 The term of this Agreement shall be for a period of three years to begin February 26, 2049 2013 and to end on February 26, 20-4 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 two 2) 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.) ARTICLE 11 NOTICES 11.1 Whenever either party desires to give notice to the other, such notice must be in writing, sent by registered to certified United States Mail, postage prepaid, return receipt requested, or by hand - delivery, addressed to the party for whom it is intended 1 16.K.3.b Packet Pg. 1705 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) at the place last specified. The place for giving notice shall remai n forth herein until changed in writing in the matter provided in this present, the parties designate the following. FOR COLLIER COUNTY; County Attorney Government Center 3304- 3299 Tamiami Trail East Naples, Florida 34112 FOR ALLEN, NORTON Allen, Norton & Blue, P.A. 1477 West Fairbanks Avenue Suite 100 Winter Park, Florida 32789 the same as set section. For the 16K 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 -84_ day of January, 2013, with the intention to attach this Amendment to the original Agreement. Q f ATT D H JZ. Bk Clerk i act Ak f , ., ck ii « ,. ,..Deputy Clerk Approved as to form and lea fficien tt R. Teach Deputy County Attorney BOARD OF COUNTY COMMISSIONERS COLL C UNT FLORIDA i By. GEORGIA A. HILLER, ESQ. CHAIRWOMAN K Item # 4 6_ cl Agenda Date .[Q Date ALq40Rec'd Deputy Clerk 16.K.3.b Packet Pg. 1706 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) N sitnesS I 611W0 Type /prin tness Second Witness tJ c' e+Ac 1. 6 Cl V, iCUO Type /print witness name Allen, Norton & Blue, P.A. Counsel By: N" ' Mark E. Levitt, Esq. 16K2 16.K.3.b Packet Pg. 1707 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16 RETENTION AGREEMENTWIT_H93 a H - ALLEN. NORTON !& BLUE. P.A. This Retention Agreement is made by and between the Board of County Commissioners of Collier County, Florida (the "County "), and the law firm of Allen, Norton & Blue, P.A., of Tampa, Florida ( "Allen, Norton "). Whereas, Allen, Norton has special expertise and resources in a wide range of legal matters, with particular expertise in labor and employment related matters; and Whereas, the County from time to time has a requirement and need for legal services which are particularly within the expertise of Allen, Norton; Now, Therefore, in consideration of the premises contained herein, the County hereby hires and retains Allen, Norton and Allen, Norton hereby agrees to provide legal services to County. ARTICLE 1 COMPENSATION;, METHOD OF PAYMENT 1.1 Compensation shall be paid to Allen, Norton 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 third, fourth and fifth years of the Agreement, upon the request of Allen, Norton, the County Attorney is Page 1 of 17 16.K.3.b Packet Pg. 1708 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16K2 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, Allen, Norton must substantiate the reason the request is being made (i.e. market conditions, increase in CPT, etc.) 1.3 Multiple Attorney Assignments. The County acknowledges that, from time to time, it may be advisable for Allen, Norton 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, Allen, Norton 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 sole 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 Allen, Norton agrees that internal or in -house conferences among multiple attorneys assigned to a project or case shall be kept to the absolute minimum necessary for the provision of the legal services in question. To the extent Page 2 of 17 16.K.3.b Packet Pg. 1709 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16K2 internal or in -house conferences among multiple attorneys assigned to a project or case are necessary, each such attorney may bill at 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, Allen, Norton agrees that it will discount the total billings for all attorneys involved in the conference by forty-five (45) percent. 1.4 Allen, Norton 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 Allen, Norton to comply with a term, condition, or requirement of this Agreement. 1.6 Payment shall be made to Allen, Norton at: Allen, Norton, & Blue, P.A. 324 South Hyde Park Avenue Suite 350 Tampa, Florida 33606 ARTICLE 2 INSURANCE 2.1 In order to insure the indemnification obligation contained above, Allen, Norton shall as a minimum, provide, pay for, and maintain in force at all times during the term of this Page 3 of 17 16.K.3.b Packet Pg. 1710 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16K2 Agreement, professional liability insurance in an amount not less than Three Million Dollars ($3,000,000.00) Per Occurrence, Combined Single Limits. If any liability insurance obtained by Allen, Norton 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 Allen, Norton 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 = TIME OF PERFORMANCE 3.1 The term of this Agreement shall be for a period of three years to begin February 26, 2008 and to end on February 26, 2011, 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 two (2) additional terms of one (1) year each. (In the event the term of this Agreement extends beyond a single fiscal year Page 4 of 17 16.K.3.b Packet Pg. 1711 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16K2 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 TERMINATIQN 4.1 This Agreement may be terminated by either party for cause upon ten (10) days' notice or by the County 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, Allen, Norton shall be paid for any services performed to the date the Agreement is terminated; however, upon being notified of County's election to terminate, Allen, Norton shall refrain from performing further services or incurring additional expenses under the term of this Agreement. Allen, Norton acknowledges and agrees that Ten Dollars ($10) of the compensation to be Page 5 of 17 16.K.3.b Packet Pg. 1712 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16K2 paid by County, the adequacy of which is hereby acknowledged by Allen, Norton, is given as specific consideration to Allen, Norton for County's right to terminate this Agreement for convenience. Allen, Norton'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 Allen, Norton pertinent to the funding under this Agreement. Allen, Norton 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 Allen, Norton's records, Allen, Norton shall comply with all requirements thereof, however, no confidentiality or non - disclosure requirement of either federal or state taw shall be violated by Allen, Norton. ARTICLE 6 CONFLICT OF INTEREST 6.1 Allen, Norton states that it is familiar with and will comply with the terms and conditions of Chapter 112, Part III, Florida Statutes (Code of Ethics). Page 6 of 17 16.K.3.b Packet Pg. 1713 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16K2 6.2 It is important that Allen, Norton be independent and impartial in order to properly conduct its services to the County. Allen, Norton shall not act as counsel in any lawsuit or other adversary proceeding in which County is named as an adversary party or in which Allen, Norton takes an adverse position to the County. 6.3 Neither Allen, Norton nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with Allen, Norton's loyal and conscientious exercise of judgment related to its performance under this Agreement. 6.4 In the event Allen, Norton is permitted to utilize subcontractors, herein, to perform any services required by this Agreement, Allen, Norton 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 Allen, Norton'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, Allen, Norton 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 INDEMNIFICATIQNN 7.1 Allen, Norton acknowledges and agrees that Ten Dollars ($10.00) of the compensation to be paid by County, the adequacy of which is hereby acknowledged by Allen, Norton, is given as specific consideration to Allen, Norton so that Allen, Norton shall at all times hereafter indemnify, hold harmless and, at County's option, defend or pay for an attorney Page 7 of 17 16.K.3.b Packet Pg. 1714 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16K2 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 Allen, Norton, 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 Allen, Norton 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 Allen, Norton, whether finished or unfinished, shall become the property of County and shall be delivered by Allen, Norton to the County within seven (7) days of termination of this Agreement by either party. Any compensation due to Allen, Norton shall be withheld until all documents are received as provided herein. Page 8 of 17 16.K.3.b Packet Pg. 1715 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16K2 ARTICLE 9 INDEPENDENT CONTRACTOR 9.1 Allen, Norton is an independent contractor under this Agreement. Services provided by Allen, Norton shall be subject to the supervision of Allen, Norton, and such services shall not be provided by Allen, Norton 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 Allen, Norton 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 Allen, Norton'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. Page 9 of 17 16.K.3.b Packet Pg. 1716 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16K2 10.3 Allen, Norton 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, Allen, Norton 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 Allen, Norton 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 Allen, Norton 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 Page 10 of 17 16.K.3.b Packet Pg. 1717 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16K2 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: County Attorney Government Center 3301 Tamiami Trail East Naples, Florida 34112 FOR ALLEN, NORTON: Allen, Norton & Blue, P.A. 324 South Hyde Park Avenue Suite 350 Tampa, Florida 33606 ARTICLE 12 MISCELLANEOUS 8.1 WAVER 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. 8.1 COMPLIANCE WITH LAWS Allen, Norton 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 17 16.K.3.b Packet Pg. 1718 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16K2 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 Allen, Norton 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 L W 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 AQREEMENT5 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 12 of 17 16.K.3.b Packet Pg. 1719 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16K2 A W, CLERK t 101114 fi1 j*Atios wilF Approved as to form and lt ffi enc S tt R. each Managing Assistant County Attorney DATE: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA By: TOYrflM4RNGX,tHAIRMqe ALLEN, NORTON, & BLUE, P.A. STATE OF FLORIDA COUNTY OF COLLIER The foregoing Retention Agreement was acknowledged before me this,; S'M day of P:ks a 1 2008, by l + I I,< Lnyr -,- r-- _ as ,D =2 of Allen, Norton & Blue, P.A., a Florida Professional Association, on behalf of the professional association. He he is personally known o me or produced as identification. Signature of of y Public i Name of Notary Public typed, printed or My Commission Expires: 10 KIMBERLY MM" Cfon DD 698670 E)#= &pteodw 2, 2011 aab.e nw flay wn tirw.a o Page 13 of 17 16.K.3.b Packet Pg. 1720 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16K2 EXHIBIT A For professional services rendered, Allen, Norton's fee shall be based on the hourly rate as follows: 220.00 per hour for services provided by principals and associates 95.00 per hour for services provided by law clerks & paralegals. Allen, Norton's fee shall not exceed $100,000.00 per Purchase Order without the approval of the Board of County Commissioners. (Where appropriate a "not to exceed" sum shall be agreed to when each assignment is made to Allen, Norton.) In the event that Allen, Norton is required or requested to perform any additional or extraordinary services not herein contemplated, Allen, Norton 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 in writing by County in its sole discretion. Allen, Norton 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. Allen, Norton 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 14 of 17 16.K.3.b Packet Pg. 1721 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.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 Allen, Norton 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 (with lodging expenses no greater than $150.00 per night) incurred in accordance with the requirements of Chapter 112, F.S. Allen, Norton 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. Allen, Norton 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. REOUIRENENTS The following represents Collier County's payment requirements for legal costs Your federal employee identification number must be on all invoices submitted. D 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, as well as the bond issue or financing transaction for which the services were rendered. A Names of persons performing services, hourly rates, and dates must be listed. The County agrees to reimburse Allen, Norton for retention and utilization of sub - consultants. Page 15 of 17 16.K.3.b Packet Pg. 1722 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16K2 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. 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 16 of 17 16.K.3.b Packet Pg. 1723 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) EXHIBIT C CERTIFICATE IT IS HEREBY CERTIFIED that: 16K2 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 $ Mileage: miles $ OTHER (Conies of invoices required): Long Distance Calls $ Other: TOTAL: 04- COA•01158/792 rev i FOR THE FIRM Signed: Print Name: Title: Date: Page 17 of 17 16.K.3.b Packet Pg. 1724 Attachment: Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 0\ 1 6 K 3 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 Allen, Norton & Blue, P.A., 1477 West Fairbanks Avenue, Suite 100, Winter Park, Florida 32789 (hereinafter referred to as "Counsel" or "Allen,Norton"). WITNESSETH WHEREAS, on February 27, 2008, 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 January 8, 2013, the County and Counsel entered into an Amendment to Agreement for Legal Services extending the term of the Agreement to February 26, 2016, with the ability to renew upon mutual consent of the parties for two (2) additional terms of one (1) year each; and WHEREAS, Exhibit "A" to the Agreement outlines the fees to be charged for professional services to be rendered during the term of the Agreement. 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, Allen, Norton's fee shall be based on the hourly rate as follows: 9.00$235.00 per hour for services provided by principals and associates 95.00 per hour for services provided by law clerks & paralegals. Allen, Norton's fee shall not exceed $100,000.00 per Purchase Order without the approval of the Board of County Commissioners. (Where appropriate a "not to exceed" sum shall be agreed to when each assignment is made to Allen,Norton.) In the event that Allen, Norton is required or requested to perform any additional or extraordinary services not herein contemplated, Allen, Norton 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 in writing by County in its sole discretion. Allen, Norton 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 1 16.K.3.c Packet Pg. 1725 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 1 6 K 3 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. Allen,Norton 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. 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 8th day of September, 2015, with the intention to attach this Amendment to the original Agreement. ATTEST: r7',-,, BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, Clerk COLLIER COUNTY, FLORIDA B 6 By: Atm. Attest as to tin puty Clerk Tim Nance, Chairman sianeture only, Aroved as to orm d legality:s, h )72 L- Scott R. Teach Deputy County Attorney Allen,Norton& Blue, P.A. Counsel J By: ez-t-d f a/t•2 r First espps , Mark E. Levitt, Esq. TQC Oo'l 1 • Z Ty.- s tent witn: ameip C ti%---• econd I..- a . Grp Type/print witness name 2 CD 16.K.3.c Packet Pg. 1726 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 16if3 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 Allen, Norton & Blue, P.A., 1477 West Fairbanks Avenue, Suite 100, Winter Park, Florida 32789 (hereinafter referred to as"Counsel"). WITNESSETH WHEREAS, on February 27, 2008, 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, the professional services to be rendered as specified in Article 3 of the Agreement is for a three(3) year term with two (2)additional renewal terms of one year per each term; and WHEREAS, the term of the Agreement,will expire on February 26, 2013; and WHEREAS, the parties wish to amend the Agreement to extend the term of service at the existing rates for providing these specialized legal services for an additional three (3) years commencing on February 26, 2013. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,the parties hereto agree to amend the Agreement as follows: ARTICLE 3 TERM AND TIME OF PERFORMANCE 3.1 The term of this Agreement shall be for a period of three years to begin February 26, 2008 2013 and to end on February 26, 2011 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 two 2) 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.) ARTICLE 11 NOTICES 11.1 Whenever either party desires to give notice to the other, such notice must be in writing, sent by registered to certified United States Mail, postage prepaid, return receipt requested, or by hand-delivery, addressed to the party for whom it is intended 1 16.K.3.c Packet Pg. 1727 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 16K3 at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the matter provided in this section. For the present, the parties designate the following. FOR COLLIER COUNTY; County Attorney Government Center 339-1.3299 Tamiami Trail East Naples, Florida 34112 FOR ALLEN,NORTON Allen, Norton& Blue, P.A. Suite 350 Temper Flefida43606 1477 West Fairbanks Avenue Suite 100 Winter Park, Florida 32789 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 $'h day of January, 2013, with the intention to attach this Amendment to the original Agreement. ATTFtS BOARD OF COUNTY COMMISSIONERS DW.ItHT E, BRZOCK, Clerk COLL C UNT , FLORIDA By: A tm 04i, Deputy Clerk GEORGIA A. HILLER, ESQ. ifgut t;!',;;., vv CHAIRWOMAN Approved as to form and lea fficien : R. Teach Deputy County Attorney 2 GP 16.K.3.c Packet Pg. 1728 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 1 6 K 3 Allen, Norton& Blue, P.A. Counsel r Ifi,By: /c 4i CD j—ti- rst Witness tv Mark E. Levitt, Esq.Lj//((lt7 Type/prin ' ness •.m: Second Witness Ai c oIP-i-1c L. b caoi_v iarl Type/print witness name 3 0c 16.K.3.c Packet Pg. 1729 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 16K33 J. t)(MY,ATTOp 1F ti RETENTION AGREEMENT WITH s .- - 11:1 (,If 0 ALLEN,NORTON& BLUE.P.A. This Retention Agreement is made by and between the Board of County Commissioners of Collier County,Florida(the "County"),and the law firm of Allen,Norton&Blue, P.A.,of Tampa,Florida("Allen,Norton"). Whereas,Allen,Norton has special expertise and resources in a wide range of legal matters,with particular expertise in labor and employment related matters; and Whereas,the County from time to time has a requirement and need for legal services which are particularly within the expertise of Allen,Norton; Now,Therefore, in consideration of the premises contained herein, the County hereby hires and retains Allen,Norton and Allen,Norton hereby agrees to provide legal services to County. ARTICLE 1 COMPENSATION: METHOD OF PAYMENT 1.1 Compensation shall be paid to Allen,Norton 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 third, fourth and fifth years of the Agreement, upon the request of Allen,Norton,the County Attorney is L40) Page 1of17 16.K.3.c Packet Pg. 1730 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 1 6 K 3 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, Allen,Norton 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 Allen,Norton 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, Allen, Norton 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 sole 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 attorneys) 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 Allen, Norton agrees that internal or in-house conferences among multiple attorneys assigned to a project or case shall be kept to the absolute minimum necessary for the provision of the legal services in question. To the extent Page 2 of 17 cA 16.K.3.c Packet Pg. 1731 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 1 6 K 3 internal or in-house conferences among multiple attorneys assigned to a project or case are necessary, each such attorney may bill at 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, Allen, Norton agrees that it will discount the total billings for all attorneys involved in the conference by forty-five(45)percent. 1.4 Allen,Norton 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 Allen,Norton to comply with a term, condition,or requirement of this Agreement. 1.6 Payment shall be made to Allen,Norton at: Allen,Norton,&Blue,P.A. 324 South Hyde Park Avenue Suite 350 Tampa, Florida 33606 ARTICLE 2 INSURANCE 2.1 In order to insure the indemnification obligation contained above,Allen,Norton shall as a minimum,provide, pay for, and maintain in force at all times during the term of this Page 3 of 17 16.K.3.c Packet Pg. 1732 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 16K3 Agreement,professional liability insurance in an amount not less than Three Million Dollars($3,000,000.00) Per Occurrence,Combined Single Limits. If any liability insurance obtained by Allen,Norton 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 Allen,Norton 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 01?PERFORMANCE 3.1 The term of this Agreement shall be for a period of three years to begin February 26, 2008 and to end on February 26, 2011, 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 two (2) additional terms of one (1) year each. (In the event the term of this Agreement extends beyond a single fiscal year Page 4 of 17 CA 16.K.3.c Packet Pg. 1733 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 1 6 K 3 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 TERMINATIQN 4.1 This Agreement may be terminated by either party for cause upon ten(10)days' notice or by the County 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, Allen,Norton shall be paid for any services performed to the date the Agreement is terminated;however, upon being notified of County's election to terminate,Allen,Norton shall refrain from performing further services or incurring additional expenses under the term of this Agreement. Allen,Norton acknowledges and agrees that Ten Dollars($10)of the compensation to be Page 5of17 1) 16.K.3.c Packet Pg. 1734 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 6 K paid by County,the adequacy of which is hereby acknowledged by Allen,Norton, is given as specific consideration to Allen,Norton for County's right to terminate this Agreement for convenience. Allen,Norton'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 Allen,Norton pertinent to the funding under this Agreement. Allen,Norton 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 Allen,Norton's records,Allen,Norton shall comply with all requirements thereof,however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by Allen,Norton. ARTICLE 6 CONFLICT OF INTEREST 6.1 Allen,Norton states that it is familiar with and will comply with the terms and conditions of Chapter 112,Part III, Florida Statutes(Code of Ethics). Page 6 of 17 Cp 16.K.3.c Packet Pg. 1735 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 1 6 1( 3 6.2 It is important that Allen,Norton be independent and impartial in order to properly conduct its services to the County. Allen,Norton shall not act as counsel in any lawsuit or other adversary proceeding in which County is named as an adversary party or in which Allen,Norton takes an adverse position to the County. 6.3 Neither Allen,Norton nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with Allen,Norton's loyal and conscientious exercise of judgment related to its performance under this Agreement. 6.4 In the event Allen,Norton is permitted to utilize subcontractors,herein,to perform any services required by this Agreement,Allen,Norton 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 Allen,Norton'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,Allen,Norton 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 INDEMNIFICATI9N 7.1 Allen,Norton acknowledges and agrees that Ten Dollars($10.00) of the compensation to be paid by County, the adequacy of which is hereby acknowledged by Allen,Norton, is given as specific consideration to Allen,Norton so that Allen,Norton shall at all times hereafter indemnify,hold harmless and,at County's option, defend or pay for an attorney Page 7 of 17 16.K.3.c Packet Pg. 1736 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 1 6 K 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 Allen,Norton, 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 Allen,Norton 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 Allen,Norton,whether finished or unfinished, shall become the property of County and shall be delivered by Allen,Norton to the County within seven(7)days of termination of this Agreement by either party, Any compensation due to Allen,Norton shall be withheld until all documents are received as provided herein. Page 8 of 17 Ct\o 16.K.3.c Packet Pg. 1737 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 16 [( 3 ARTICLE 9 INDEPENDENT CONTRACTOR 9.1 Allen,Norton is an independent contractor under this Agreement. Services provided by Allen,Norton shall be subject to the supervision of Allen,Norton, and such services shall not be provided by Allen,Norton 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 DISABILI1iJ;S ACT 10.1 Allen,Norton 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 Allen,Norton'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. Page 9 of 17 16.K.3.c Packet Pg. 1738 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 161( 3 10.3 Allen,Norton 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,Allen,Norton 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 Allen,Norton 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 Allen,Norton 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 Page 10 of 17 16.K.3.c Packet Pg. 1739 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 1 6 K 3 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; County Attorney Government Center 3301 Tamiami Trail East Naples,Florida 34112 FOR ALLEN,NORTON: Allen,Norton&Blue, P.A. 324 South Hyde Park Avenue Suite 350 Tampa,Florida 33606 ARTICLE 12 MISCELLANEOUS 8.1 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. 8.1 COMPLIANCE WITH LAWS Allen,Norton 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 17 7 16.K.3.c Packet Pg. 1740 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 6K3 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 Allen,Norton 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 ArPLICABLE 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 AQREEMENTS 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 12 of 17 16.K.3.c Packet Pg. 1741 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 161( 3 7,,,,..,, , . D Qg BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA DWro `;E.HRS K,CLERK A. ' 1 ''). ai By: tau* ti antrum a s 1 giNitiirs NO,. Approved as to form and le saffi enc Ac, L_ S tt R. tch Managing Assistant County Attorney ALLEN,NORTON, & BLUE, P.A. DATE: By: iff, ........ /...(e4A, Its: STATE OF FLORIDA COUNTY OF COLLIER The foregoing Retention Agreement was acknowledged before me this v28"u day of 8124,,,, , 2008,by MILK Li-r— as Su , o1.. J2 of Allen,Norton&Blue, P.A., a Florida Professional Association,on behalf of the professional association.Q he is personally known o me or produced as identification. 4-4,44-g:.,7 Signature of, o Public 1<tie,E--2-4,—st MAX_Sor,) Name of Notary Public typed,printed or My Commission Expires: r * Com on DO MVO Explros Sepaml*r 2,2011 awnlilNOW r.NSIM nn Page 13 of 17 16.K.3.c Packet Pg. 1742 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 161( 3 EXITIBTI'A For professional services rendered,Allen,Norton's fee shall be based on the hourly rate as follows: 220.00 per hour for services provided by principals and associates 95.00 per hour for services provided by law clerks&paralegals. Allen,Norton's fee shall not exceed$100,000.00 per Purchase Order without the approval of the Board of County Commissioners. (Where appropriate a"not to exceed" sum shall be agreed to when each assignment is made to Allen,Norton.) In the event that Allen, Norton is required or requested to perform any additional or extraordinary services not herein contemplated, Allen, Norton 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 in writing by County in its sole discretion. Allen, Norton 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, Allen, Norton 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 14 of 17 16.K.3.c Packet Pg. 1743 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 161( 3 EXHIBIT B 1. In addition to the charges for professional fees set forth in Exhibit A,and the Schedules attached hereto, County shall reimburse Allen,Norton 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 (with lodging expenses no greater than$150.00 per night)incurred in accordance with the requirements of Chapter 112, F.S. Allen,Norton 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. Allen,Norton 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. REOUIREMENTS 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, as well as the bond issue or financing transaction for which the services were rendered. Names of persons performing services,hourly rates, and dates must be listed. The County agrees to reimburse Allen,Norton for retention and utilization of sub-consultants. Page 15 of 17 16.K.3.c Packet Pg. 1744 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 3 16K3 A Reimbursable expense must be verified by attached receipts or copies thereof. A 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. 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 16 of 17 16.K.3.c Packet Pg. 1745 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 1 6 K3 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 Mileage: miles OTHER(Copies of invoices reuuired): Long Distance Calls Other: TOTAL: FOR THE FIRM Signed: Print Name: Title: Date: 04-Coa-011 San92 rev 1 Page 17 of 17 0 16.K.3.c Packet Pg. 1746 Attachment: Second Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & 16K 2 THIRD AMENDMENT TO AGREEMENT FOR LEGAL SERVICES THIS THIRD 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 Allen, Norton & Blue, P.A., 1477 West Fairbanks Avenue, Suite 100, Winter Park, Florida 32789 (hereinafter referred to as "Counsel"). WITNESSETH WHEREAS, on February 27, 2008, the County and Counsel entered into an Agreement the "Agreement") wherein the County agreed to retain Counsel to provide professional specialized legal services (a copy of which attached); and WHEREAS, on January 8, 2013, the County and Counsel entered into an Amendment to Agreement for Legal Services extending the term of the Agreement to February 26, 2016 (a copy of which is attached); and WHEREAS, on September 8, 2015, the County and Counsel entered into a further Amendment to Agreement for Legal Services adjusting the rates charged by Counsel (a copy of which is attached); and WHEREAS, the professional services to be rendered as specified in Article 3 of the Agreement is for a three (3) year term with two (2) additional renewal terms of one year per each term; and WHEREAS, the term of the Agreement, will expire on February 26, 2018; and WHEREAS, the parties wish to amend the Agreement to extend the term of service at the existing rates for providing these specialized legal services for an additional three (3) years commencing on February 26, 2018; and WHEREAS, Exhibit"A" to the agreement outlines the fees to be charged for professional services to be rendered during the term of this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree to amend the Agreement as follows: ARTICLE 3 TERM AND TIME OF PERFORMANCE 3.1 The term of this Agreement shall be for a period of three years to begin February 26, 2043 2018 and to end on February 26, 2-04-6 2021, unless terminated earlier in accordance with the provisions of this Agreement. Absent notice of intent to 04-00A-011581137832211] 1 16.K.3.d Packet Pg. 1747 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 16K 2 terminate, the Agreement may be renewed upon mutual consent of the parties for two 2) 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.) EXHIBIT A For professional services rendered, Allen, Norton's fee shall be based on the hourly rate as follows: 235.00 $245.00 per hour for services provided by principals and associates 95.00 per hour for services provided by law clerks &paralegals. Allen, Norton's fee shall not exceed $100,000.00 per Purchase Order without the approval of the Board of County Commissioners. (Where appropriate a "not to exceed" sum shall be agreed to when each assignment is made to Allen,Norton.) In the event that Allen, Norton is required or requested to perform any additional or extraordinary services not herein contemplated, Allen, Norton 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 in writing by County in its sole discretion. Allen, Norton 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. Allen, Norton 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. Except as modified by this Third 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. 04-00A-011581137832211] 2 16.K.3.d Packet Pg. 1748 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 16K 2 IN WITNESS WHEREOF, the parties have executed this Third Amendment to the Agreement on this °t day of January, 2018, with the intention to attach this Amendment to the original Agreement. ATTEST:' t BOARD OF COUNTY COMMISSIONERS DWIGHT E. BR( CK,'Clerk COLLIE' 40 TY, FLORIDA j 01-att•A---7))/JAC I B //Y Attest as to Chairman's I , Deputeer Penny Tayloehairman if signature only. , v A pro e as rm nd legality: e 4.......... L__ Sc tt R. each Deputy County Attorney Allen, Norton& Blue, P.A. Counsel t 4 By: Medi: First Witnes 10 Mark E. Levitt, Esq. I-70X 415 Type print witness nam? (/ a. ,...„_, Secon it ss rcicj ,o,, "L Type/print witness name 04-00A-01158/1378322/1] 3 16.K.3.d Packet Pg. 1749 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 16K 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 Allen, Norton & Blue, P.A., 1477 West Fairbanks Avenue, Suite 100, Winter Park, Florida 32789 (hereinafter referred to as "Counsel" or"Allen,Norton"). WITNESSETH WHEREAS, on February 27, 2008, 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 January 8, 2013, the County and Counsel entered into an Amendment to Agreement for Legal Services extending the term of the Agreement to February 26, 2016, with the ability to renew upon mutual consent of the parties for two (2) additional terms of one (1) year each; and WHEREAS, Exhibit "A" to the Agreement outlines the fees to be charged for professional services to be rendered during the term of the Agreement. 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, Alien, Norton's fee shall be based on the hourly rate as follows: 220.00$235.00 per hour for services provided by principals and associates 95.00 per hour for services provided by law clerks& paralegals. Allen, Norton's fee shall not exceed $100,000.00 per Purchase Order without the approval of the Board of County Commissioners. (Where appropriate a "not to exceed" sum shall be agreed to when each assignment is made to Allen,Norton.) In the event that Allen, Norton is required or requested to perform any additional or extraordinary services not herein contemplated, Allen, Norton 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 in writing by County in its sole discretion. Allen, Norton 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 1 16.K.3.d Packet Pg. 1750 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 16K 2 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. Allen, Norton 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. 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 8th day of September, 2015, with the intention to attach this Amendment to the original Agreement. ATTEST N,.A;;,:M BOARD OF COUNTY COMMISSIONERS DWICT.E:'B'R&K, Clerk COLLIER COUNTY, FLORIDA t! rt:: ' rit . By• f ei// Attest..0 hafttt' 8puty Clerk Tim Nance, Chairman sianattirr;o i; A roved as to4orm d legality:AG. h (I) I___. Scott R. Teach Deputy County Attorney Allen,Norton&Blue, P.A. Counsel 4c By: li L.r.,t, .i:_ez,,-; /-- First ess Mark E. Levitt,Esq. J"{Gc O e l •U Z Ty.- Ilht witni, ame econd ' M.:.- TC a. • 07, Type/print witness name 2 Ot 16.K.3.d Packet Pg. 1751 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 1 6 K 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 Allen, Norton & Blue, P.A., 1477 West Fairbanks Avenue, Suite 100, Winter Park,Florida 32789(hereinafter referred to as"Counsel"). WITNESSETH WHEREAS, on February 27, 2008, 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, the professional services to be rendered as specified in Article 3 of the Agreement is for a three(3)year term with two(2)additional renewal terms of one year per each term;and WHEREAS,the term of the Agreement,will expire on February 26,2013; and WHEREAS, the parties wish to amend the Agreement to extend the term of service at the existing rates for providing these specialized legal services for an additional three (3) years commencing on February 26, 2013. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,the parties hereto agree to amend the Agreement as follows: ARTICLE 3 TERM AND TIME OF PERFORMANCE 3.1 The term of this Agreement shall be for a period of three years to begin February 26, 2008 2013 and to end on February 26, 284-1- 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 two 2) 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.) ARTICLE II NOTICES 11.1 Whenever either party desires to give notice to the other,such notice must be in writing, bysentto certified United States Mail,registered postage prepaid, return receipt requested, or by hand-delivery, addressed to the party for whom it is intended 16.K.3.d Packet Pg. 1752 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, i 6 K 2 at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the matter provided in this section. For the present, the parties designate the following. FOR COLLIER COUNTY; County Attorney Government Center 3301 3299 Tamiami Trail East Naples, Florida 34112 FOR ALLEN,NORTON Allen,Norton& Blue, P.A. Suite--3.58 1477 West Fairbanks Avenue Suite 100 Winter Park, Florida 32789 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 RA day of January, 2013, with the intention to attach this Amendment to the original Agreement. ATTEsSakt1. . : BOARD OF COUNTY COMMISSIONERS DV;L isll'C g,:BROOK,Clerk COLL C UNT , FLORIDA By: A't;t af•' Deputy Clerk GEO GIA A. HILLER, ESQ. CHAIRWOMAN Approved as to form and le fficien t. R. Teach Deputy County Attorney 2 GP 16.K.3.d Packet Pg. 1753 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 16K 2 Allen,Norton& Blue, P.A. Counsel M2,44C 0"(4.--- 14— Lrst itness I Mark E. Levitt, Esq.1//pan Type/prin ' ness Second Witness Ai cct1e c_ L. Ado.v pan Type/print witness name 3 C' 16.K.3.d Packet Pg. 1754 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 1. 6.K. t;UNTY ATTOPN;.r ISTENTION AGRREMENT WITF M fl,: 5 pm i: 4 o ALLEN.NORTON&BLUE.P.Ag This Retention Agreement is made by and between the Board of County Commissioners of Collier County,Florida(the"County"),and the law firm of Allen,Norton&Blue,P.A.,of Tampa,Florida("Allen.Norton"). Whereas,Allen,Norton has special expertise and resources in a wide range of legal matters,with particular expertise in labor and employment related matters; and Whereas,the County from time to time has a requirement and need for legal services which are particularly within the expertise of Allen,Norton; Now,Therefore,in consideration of the premises contained herein,the County hereby hires and retains Allen,Norton and Allen,Norton hereby agrees to provide legal services to County. ARTICLE 1 COMPENSATION: METHQp 9F PAYMENT 1.1 Compensation shall be paid to Allen,Norton 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 third, fourth and fifth years of the Agreement,upon the request of Allen,Norton,the County Attorney is Page 1 of l7 16.K.3.d Packet Pg. 1755 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 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, Allen,Norton 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 Allen,Norton 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,. Allen, Norton 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 sole 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. Allen,n, Norton agrees that internal or in-house conferences among multiple attorneys assigned to a project or case shall be kept to the absolute minimum necessary for the provision of the legal services in question. To the extent Page 2 of 17 Cq 16.K.3.d Packet Pg. 1756 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 16K 2 internal or in-house conferences among multiple attorneys assigned to a project or case are necessary, each such attorney may bill at 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, Allen, Norton agrees that it will discount the total billings for all attorneys involved in the conference by forty-five(45)percent. 1.4 Allen,Norton may submit invoices for hourly work assignments pursuant to Exhibit A only after the services for which the invokes 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 Allen,Norton to comply with a term, condition,or requirement of this Agreement. 1.6 Payment shall be made to Allen,Norton at: Allen,Norton,&Blue,P.A. 324 South Hyde Park Avenue Suite 350 Tampa,Florida 33606 ARTICLE 2 INSj1RANC$ 2.1 In order to insure the indemnification obligation contained above,Allen,Norton shall as a minimum,provide, pay for,and maintain in force at all times during the term of this Page 3 of 17 c 16.K.3.d Packet Pg. 1757 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 1 6K 2 Agreement,professional liability insurance in an amount not less than Three Million Dollars($3,000,000.00) Per Occurrence,Combined Single Limits. If any liability insurance obtained by Allen,Norton to comply with the insurance requirements contained herein is issued on a"claims made"fonn 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 Allen,Norton 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 TERMAND TIME OF P}JJ'ORMANCP 3.1 The term of this Agreement shall be for a period of three years to begin February 26, 2008 and to end on February 26, 2011, 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 two (2) additional terms of one (1) year each. (In the event the term of this Agreement extends beyond a single fiscal year Page 4 of 17 16.K.3.d Packet Pg. 1758 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 16K 2 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(10)days'notice or by the County 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, Allen,Norton shall be paid for any services performed to the date the Agreement is terminated;however, upon being notified of County's election to terminate,Allen,Norton shall refrain from performing further services or incurring additional expenses under the term of this Agreement. Allen,Norton acknowledges and agrees that Ten Dollars(S10)of the compensation to be Page S of 17 cw 16.K.3.d Packet Pg. 1759 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 1 6 K 2 paid by County,the adequacy of which is hereby acknowledged by Allen,Norton,is given as specific consideration to Allen,Norton for County's right to terminate this Agreement for convenience. Allen,Norton'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 S RECORD Aura ADM INSP4CTIO? 5.1 County shall have the right to audit the books and records of Allen,Norton pertinent to the funding under this Agreement. Allen,Norton 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 Allen,Norton's records,Allen,Norton shall comply with all requirements thereof,however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by Allen,Norton. ARTICLE 6 CONFLICT OF INTEREST 6.1 Allen,Norton states that it is familiar with and will comply with the terms and conditions of Chapter 112,Part III, Florida Statutes(Code of Ethics). Page 6 of 17 16.K.3.d Packet Pg. 1760 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 1 6K 2 6.2 It is important that Allen,Norton be independent and impartial in order to properly conduct its services to the County. Allen,Norton shall not act as counsel in any lawsuit or other adversary proceeding in which County is named as an adversary party oris which Allen,Norton takes an adverse position to the County. 6.3 Neither Allen,Norton nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with All ,Norton's toy a1 and conscientious exercise of judgment related to its performance under this Agreement. 6.4 In the event Allen,Norton is pennitted to utilize subcontractors,herein,to perform any services required by this Agreement,Allen,Norton 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 Allen,Norton's flint 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,Allen,Norton 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 INDEMNIFICATJON 7.1 Allen,Norton acknowledges and agrees that Ten Dollars($10.00)of the compensation to be paid by County,the adequacy of which is hereby acknowledged by Allen,Norton, is given as specific consideration to Allen,Norton so that Allen,Norton shall at all times hereafter indemnify,hold harmless and,at County's option,defend or pay for an attorney Page 7 of 17 16.K.3.d Packet Pg. 1761 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 16K 2 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 Allen,Norton,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 Allen,Norton 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 Allen,Norton,whether finished or unfinished, shall become the property of County and shall be delivered by Allen,Norton to the County within seven(7)days of termination of this Agreement by either party. Any compensation due to Allen,Norton shall be withheld until all documents are received as provided herein. Page 8 of 17 16.K.3.d Packet Pg. 1762 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 16K 2 ARTICLE 9 INDEPENDENT CONTRACTQR 9.1 Allen,Norton is an independent contractor under this Agreement. Services provided by Allen,Norton shall be subject to the supervision of Allen,Norton,and such services shall not be provided by Allen,Norton 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 DISSBILIi_T1ES ACT 10.1 Allen,Norton 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 Allen,Norton'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. Page 9 of 17 A. 16.K.3.d Packet Pg. 1763 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 10.3 Allen,Norton shall comply with Title I of the Americans with Disabilities Act regardingI nondiscrimination on the basis of disability employmentinpyment and nether 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,Allen,Norton 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 Allen,Norton 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 Allen,Norton shall not engage in or conunit 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 Page 10of17 16.K.3.d Packet Pg. 1764 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 16K 2 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.OLLIER COUNTY: County Attorney Oovernment Center 3301 Tamiami Trail East Naples,Florida 34112 FOR ALLEN.NORTON: Allen,Norton&Blue, P.A. 324 South Hyde Park Avenue Suite 350 Tampa,Florida 33606 ARTICLE 12 MISCELLANEOUS 8.1 WALYEROF BREACIIAND MA'T'ERIALITY 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. 8.1 CQMPLIANCE WITH LAWS Allen,Norton 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 17 CD 16.K.3.d Packet Pg. 1765 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, I- 6-I4- 2 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 Allen,Norton 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 YES 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 AQREPNIENT,S 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 t1»ther 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 12 of 17 16.K.3.d Packet Pg. 1766 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 16K 2 - De•. 4(7 BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA rAfidO E.II4K,CLERK t., By: IMO II s I tCliri at 1 f. Approved as to form and le sa#i enc 444 S tt R.Leh Managing Assistant County Attorney ALLEN,NORTON,&BLUE,P.A. DATE: GG'' By: .le Gly Its: A STATE OF FLORIDA COUNTY OF COLLIER The foregoing Retention Agreement was acknowledged before me this4Z8'"iday of se•.0AI, ,2008,by/, L v,,--- as 4wet.irmezi free of Allen,Norton&Blue, P.A.,a Florida Professional Association,on behalf of the professional association.(he is rsonally me or produced as identification. 014(2. Signature of; Public Name of Notary Public typed,printed or My Commission Expires: 0113EALY MOON 41; Caminito DO 001070 Page 13 of 17 r. 16.K.3.d Packet Pg. 1767 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 16K 2 EXHIBIT A For professional services rendered,Allen,Norton's fee shall be based on the hourly rate as follows: 220.00 per hour for services provided by principals and associates 95.00 per hour for services provided by law clerks&paralegals. Allen,Norton's fee shall not exceed$100,000.00 per Purchase Order without the approval of the Board of County Commissioners. (Where appropriate a"not to exceed"stun shall be agreed to when each assignment is made to Allen,Norton.) In the event that Allen, Norton is required or requested to perform any additional or extraordinary services not herein contemplated, Allen, Norton 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 in writing by County in its sole discretion. Allen, Norton 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. Allen, Norton 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 14 of 17 16.K.3.d Packet Pg. 1768 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 1 6K 2 EXHIBIT B 1, In addition to the charges for professional fees set forth in Exhibit A,and the Schedules attached hereto,County shall reimburse Allen,Norton 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(with lodging expenses no greater than$150.00 per night)incurred in accordance with the requirements of Chapter 112,F.S. Allen,Norton 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. Allen,Norton 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,as well as the bond issue or financing transaction for which the services were rendered. A Names of persons performing services,hourly rates,and dates must be listed. The County agrees to reimburse Allen,Norton for retention and utilization of sub-consultants. Page 15of17 7^ 16.K.3.d Packet Pg. 1769 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 1 6 K 2 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. Car rentals required for travel should include compact or standard-size vehicles only. A 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. II Page 16 of 17 16.K.3.d Packet Pg. 1770 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 1 6 K 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 baa 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 Mileage: chiles S OTHER(Copies of invoices reauire4): Long Distance Calls S Other: TOTAL: S FOR THE FIRM Signed: Print Nacre: Title: acoA.ousvrn K„r Date: C.0)Page l7 of 17 16.K.3.d Packet Pg. 1771 Attachment: Third Amendment to Agreement for Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, 16.K.3.e Packet Pg. 1772 Attachment: Fourth Amendment to Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.e Packet Pg. 1773 Attachment: Fourth Amendment to Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.) 16.K.3.e Packet Pg. 1774 Attachment: Fourth Amendment to Legal Services (15383 : Fourth Amendment to Retention Agreement for Allen, Norton, & Blue, P.A.)