301 South Monroe Street Tallahassee, Florida (850)

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1 Commissioners: WIlLIAM G. PROCTOR, JR. Dislrict1 JANE G. SAULS Dislrlcl2 DAN WINCHESTER District 3 TONY GRIPPA Dislritl4 BOB RACKlEFF DistrictS RUDY MALOY At-Large CliFF THAELL Al,Large PARWEZ ALAM County Adminislralor (850) ~ HERBERT WA THiElE County Attorney BOARD O"FCOUNTY March 23; 2004 Paul Sexton, Esq. Williams, Wilson & Sexton 215 S. Monroe St., Suite 600 Tallahassee, FI ": South Monroe Street Tallahassee, Florida (850) Jack Kostrzewa, Acting Executive Director Metropolitan Planning Organization City Hall, 4th Floor 300 S. Adams Street Tallahassee, FL (850) Re: MPO General Counsel Services Agreement Dear Jack and Paul: COMMISSIONERS Via Hand Delivery For each of you, I have enclosed a fully-executed original ofllie Professional Services Agreement between the MFO and Williams, Wilson & Sexton, P.A. to serve as General Counsel to the MPO. Each duplicate original has been executed by both parties. If you have any questions, please cal1 the County Attorney s Office. Sincerely yours, L TY, FLORIDA ~ocr ~ESq TIORNEY'S OFFICE County Attorney HW A T/jm Enclosure cc w/copy of enclosure: Jane G. Sauls,.Chainnan, "M:PO Parwez Alam, County Administrator Anita Favors, City Manager James R. English, City Attorney I:\WpDocs\DO 1O\POO 1\ DOC F90'{)Ol23; F03.{)0138 _I _0 n:_.lro~_~,.;'.n,..,..,.; ~ ~"-n/,..,,"a..

2 .'.. BOARD OF COUNTY COMMISSIONERS... MEMORANDUM To: From: Date: Subject: Jane SaiIls, Chaiiman, Metropolitan Plaiming Organization Jack Kostrzewa, ActingExecutive Director Herbert W.A. Thiele, Esq., CountyAttJJme~ March 18, Metropolitan Planning Organization Agreement for General Counsel Services.. Following the March 15,2004 Metropolitan Planning Organization meeting, our office is now in receipt of two duplicate originals of the Professional Services Agreement between the MFO and the law firm of Williams Wilson & Sexton, P.A., to act as General Counsel to the MPO hericeforth. While there was some confusion with regard to th~ yote taken at the :MFQ meeting, subsequent discussions with City Commissioners has rndlcatedthat they now believe that the contract was approved as Item 2(F) of the Consent Agenda of the MPO,based:upon the unanimous vote taken on Match 15, However, please coritinue to be aware that the MFO did not designate a'source of funding for payment of the professional services under this agreement. Prior to the time that ~y bills can be paid for this agreement, such a source of funding must be designated by the MPO. As we indicated in our prior memorandum, since there is no current line item in the:mfo budget ending June 30, 2004, the County Attorney's Office has offered to pay 50% of the cost for this agreement through that time. Thereafter, a line item can be estab~ished to pay the agreement for the MFO's new fiscal year. We also reiterate our request that the County Attorney's Office be reimbursed by the MPO for monies extended during thi~. current year, and the prior fiscal yeats., on MPO research and busmess, which fees and costs were significant... ' The County Attorney's Office has enjoyed serving as the MPO General CounSel'sof6.ce overthe.last alrriost 14 Yt?ars,and for a period oftime precedingthat urider the tenure of my predecessors. We will do.whatever is necessary to make the transition to the General Counsel-as smooth and as efficient as possible, and.stand ~ea4y to provide any historical information or research that our files may cqntain... If you have any g~estions., please contact the County Attorney' s Office. HWAT/jrn Enclosures cc: I:\WpDocs\D027\POO F03-<J0138 Andrew Gilliam,.Vice Chair, Metropolitan Plamring Organization Members, Metropolitan Planning Organization Parwez Alam,.County Administrator Anita Favors, City Manager James English, City Attorney Thornton Williams, ~sq. Paul Sexton;Esq. I \OOOO&732.DOC

3 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is entered into this 11f1v day of March 2004, by and between the Tallahassee Leon County Metropolitan Planning Organization, (hereinafter referred to as "the MPO") and the law finn ofwi1liarns Wilson & Sexton, P.A. (hereinafterreferred to as "Attorney"). WHEREAS the MFO is a metropolitan planning organization designated pursuant to Section , Florida Statutes, and, WHEREAS, the MFO wishes to obtain the services ofthe Attorney for the purpose of assisting the MPO as in matters as referenced below in the Scope of Services. WHEREAS, the Attorney wishes to render the services as required by the MPO as set forth in the Scope of Services. NOW, THEREFORE, for valuable consideration and the mutual promises between the parties hereto, it is agreed as follows: 1. Scope of Services. The Attorney shall perform the following services identified in this Scope of services. (a) Routine MFO Meetings, Telephonic Consultation and Advice. The Primary or Secondary attorney will provide routine telephonic legal consultation with MPO Board members, the MPO's Executive Director (hereinafter referred to as "the Director") and the MPO Staff. The Primary Attorney will attend all MPO Board meetings, and pre-briefings as requested by the MFO Board Chairman or the Director, except when unforeseen situations arise outside the control of the Primary Attorney, in which case the Secondary Attorney may attend. The Primary or Secondary attorneys will provide advice on routine MFO issues. (b) Follow-up Activities. The Attorney will perform follow up activities, as a result of

4 matters addressed or considered during MFO meetings or the pre~briefing, at the request ofllie Director or the Board Chairman. Either the Primary Attorney, Secondary Attorneys or other attorneys within the : inn of Williams Wilson & Sexton may perform these follow up activities, unless the Director requests otherwise. (c) Presentations to MPO Board. The Attorney will prepare presentations to the MPO Board at MPO meetings at the request of the Direct9r or the Board Chairman. Primary Attorney, Secondary Attorneys or other attorneys within the firm of Williams Wilson & Sexton may prepare these presentations, at the discretion of the Primary Attorney, unless the Director requests otherwise; however, presentations at MPO meetings will be by either the Primary Attorney or the Secondary Attorney, at the discretion of the Primary Attorney, unless the Director requests otherwise. (d) Legal Opinions. The Attorney win provide legal opinions at the request of the Director, the Chairman or the Board. Legal opinions will be provided in a summarized written format suitable for presentation to the MFO and/or for incorporating into the MPO Agenda or policy items. Primary Attorney, Secondary Attorneys or other attorneys within the inn of Williams Wilson & Sexton may perform research and writing, at the discretion of the Primary Attorney, unless the Director requests otherwise; however, presentations at MPO meetings will be in accordance with (c), above. (e) MPO Policy Development..etc. The Attorney will participate in the development and revisions ofmpo policy, procedures, By- Laws and governing documents, at the request of the Director. Primary Attorney, Secondary Attorneys or other attorneys within the firm of Williams Wilson & Sexton may attend meetings and perform research and writing, etc., at the discretion of the Primary Attorney, unless the Director requests otherwise; however, presentations at.mfo 2

5 meetings will be in accordance with (c), above, (f) Litigation. The Attorney will provide litigation support to the MFO, at the request and authorization of the Board Chainnan or the Director. Either the Primary Attorney or the Secondary Attorney may provide these services, at the discretion of the Primary Attorney; however, additional attorneys within the firm of Williams Wilson & Sexton may also be involved in delivering these services. (g) MPO Contracts. The Attorney will participate in contract negotiations, settlements, changes and the initial evaluation of protests at the request of the Director in conjunction with the City and County Attorney and procurement offices, as ne~ded. Primary Attorney, Secondary Attorneys or other attorneys within the firm of Williams Wilson & Sexton may attend meetings, perform evaluations and research and writing, at the discretion of the Primary Attorney, unless the Director requests otherwise; however, presentations at MPO meetings wi11be in accordance with (c), above. (h) Other Services. The Attorney shall render such other legal professional services as may be specifically requested, from time to time by the :MFO and duly authorized by the Director or the Board Chairman. The Director or his designee shall be the coordinator for all MPO requests for legal services from the Attorney and shall be responsible for insuring the Attorney provides the requested legal services in a timely and satisfactory manner. Primary Attorney, Secondary Attorneys or other attorneys within the firm of Williams Wilson & Sexton may perform these services, at the discretion of the Primary Attorney, unless the Director requests otherwise 2. Compensation. The Attorney shall be compensated for professional fees in the amount of $24,000 per year ($2,000 per month) for services rendered to the MPO as listed in 3

6 paragraph lea) above, and shall be compensated for all out of pocket expenses and other charges incurred in providing services under this Agreement. The Attorney shall be compensated at the billing rate of $ per hour for services rendered to the MPO as listed in paragraphs 1(b)-(h) above, provided that funding has been authorized at the time of rendition. On or before the 15th day of each consecutive month during the term of this agreement, the Attorney shall prepare and submit an invoice for such fees, costs, and expenses incurred in providing services during the \ preceding month. Invoices will include a description of the work performed, date of authorization, hours expended during the billing period, cumulative hours on the specific task, the amount currently billed, and any prior due balances. Invoices shall be submitted to the MPO's Executive Director, currently located at 300 South Adams Street, Box A-5, Tallahassee, Florida Invoices shall also provide detail as to specific and cumulative time expended, disbursements made, payments made to any certified MBE firms and other expenses incurred as maybe required by the Director. Semi annually, the Attorney shall provide written documentation, which identifies the progress made toward the MPO's MBE goal of 15.5% MBE participation. 3. Maintenance of Professional Standards and Malpractice Insurance. The Attorney shall maintain familiarity with the Code of Professional Responsibility American Bar Association and shall ensure that its representation of the Florida Bar and the shall be in compliance with the standards of conduct set by those rules In the event of any questions concerning any potential conflict of interest between the City, County, MFO and any other client represented by the Attorney, the same shall be disclosed to the Director immediately upon the issue being raised. The Director shall consult with the City and County Attorneys to determine if a conflict of interest or appearance thereof, exists and appropriate corrective action. The Director will develop 4

7 a recommendation as to the conflict to present to the MPO Board for its consideration. In the event of a conflict of interest, the :MPO may elect to terminate this Agreement on behalf of the "MFO or take other appropriate action as it deems suitable. 4. Insurance. The attorney shall obtain and maintain malpractice insurance and shall provide documentation of same. 5. Primary and Secondary Attornev Professional Services Responsibility. The legal services under this Agreement shall be provided by Paul Sexton, Esquire, as Primary Attorney, Thornton 1. Williams, Esquire, and Richard Davison, Esquire, as Secondary Attorneys under this Agreement, and other attorneys within the firm of Williams Wilson & Sexton, as described in paragraph 1, above. 6. Term of Agreement. This Agreement is for an initial term of three (3) years from the date first above stated, but may be amended from time to time, in writing, by mutual agreement of the parties. This Agreement may also be terminated by either party for the convenience of that party upon 30 days written notice, to the other party. This Agreement may be renewed for two (2) one year (1) terms by mutual agreement of the parties upon 30 days prior written notice of either party, and further, provided funding approval by the MFO Board is obtained prior to renewal. 7. AssigJIDaent This Contract shall not be assigned or sublet as a whole or in part without the written consent ofthe MFO nor shall the contractor assign any monies due or to become due to him hereunder without the previous written consent of the MPO. 8. Indemnification Attorney agrees to indemnify and hold harmless the MPO from all claims, damages, liabilities, or suits of any nature whatsoever arising out of, because of, or due to the breach of 5

8 this agreement by Attorney, its delegates, agents or employees, or due to any act or occurrence of omission or commission of Attorney, including but not limited to costs and a reasonable attorney's fee. 9. Audits, Records and Records Retention Attorney agrees: (a) To establish and maintain books, records, and documents (including electronic storage media) in accordance with generally accepted accounting procedures and practices, which sufficiently and properly reflect all revenues and expenditures of funds provided by the MPO under this contract. (b) To retain all client records, financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to this contract for a period of three (3) years after termination of the contract, or if an audit has been initiated and audit findings have not been resolved at the end of three (3) years, the records shall be retained until resolution of the audit fmdings or any litigation which may be based on the tenns of this contract. (c) Upon completion or termination of the contract and at the request ofthe MPO, Attorney will. cooperate with the l\iipo to facilitate the duplication and transfer of any said records or documents during the required retention period as specified in paragraph 1 above. (d) To assure that these records shall be subject at all reasonable times to inspection, review, or audit by Federal, state, or other personnel duly authorized by the MFO. (e) Persons duly authorized by the MFO and Federal auditors, pursuant to 45 CFR, Part 92.36(1)(10), shall have full access to and the right to examine any ofprovider's contract and related records and documents, regardless of the form in which kept, at all reasonable times for 6

9 as long as records are retained. (f) To include these aforementioned audit and record keeping requirements in all approved subcontracts and assignments. AGREED TO the date first above stated, TALLAHASSEE LEON COUNTY METROPOUTANPLANNrnNG ORGANIZATION WILLIAMS WILSON & SEXTON, P.A. APPROVED AS TO FORM LEON COUNTY ATTORNEY'S OFFICE Leon Count)'._Florid : Paul Sexton 215 South Monroe Street, Suite 600 Tal1ahassee, Florida (850) erbert W.A. Thiele County Attorney 7