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HomeMy WebLinkAbout2606 Contract with DSK Law for City Attorney Lindsey Greene2606 CITY OF SANFORD AGREEMENT FOR LEGAL SERVICES AS THE CITY CHARTER OFFICE OF CITY ATTORNEY WITH DE BEAUBIEN SIMMONS KNIGHT MANTZARIS & NEAL LLP THIS AGREEMENT made and entered into thisZDday of March, 2025 by and between the City of Sanford, a Florida municipality, whose principal address is City Hall, 300 North Park Avenue, Sanford, Florida 32771, hereinafter referred to as the "CITY", and DE BEAUBIEN SIMMONS KNIGHT MANTZARIS & NEAL LLP, a Florida limited liability partnership, whose principal and whose mailing address is 332 North Magnolia Avenue, Orlando, Florida 32801, hereinafter referred to as the "CITY ATTORNEY The CITY and the CITY ATTORNEY are collectively referred to herein as the Parties, WITNESSETH: WHEREAS, the CITY desires to retain the CITY ATTORNEY to provide legal services, as described in this Agreement to implement the provisions of the CITY's City Charter, City Code and Rules Of The City Commission as well as other controlling law; and WHEREAS, the CITY desires to employ the CITY ATTORNEY for the performance of legal services necessary to support the activities, programs and projects of the CITY upon the terms and conditions hereinafter set forth, and the CITY ATTORNEY is desirous of performing and providing such services upon said terms and conditions; and WHEREAS, the CITY ATTORNEY hereby warrants and represents to the CITY that it is competent and otherwise able to provide professional and high quality services to the CITY; and WHEREAS, the CITY ATTORNEY hereby warrants and represents to the CITY that it will faithfully advise and serve the elected officials of the CITY in order to provide them with information, analysis and evaluations that will allow them to best serve the public interests and their role as the governing body of the CITY under controlling law; and WHEREAS, the CITY desires to retain the CITY ATTORNEY to provide all labor, materials, equipment, facilities and services in accordance with, but not limited to, the guidelines in the Scope of Work; and WHEREAS, the CITY desires to use the expertise and knowledge of the CITY ATTORNEY; and WHEREAS, the CITY ATTORNEY recognizes the importance to the public of strict adherence to all laws, rules and regulations with particular regard to safety procedure and process; and NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: SECTION 1: GENERAL PROVISIONS. (a). The term "CITY ATTORNEY" as used in this Agreement is hereby defined herein as that person or entity, including partners, associates, employees, principals and agents providing services under this Agreement. (b). This Agreement is for legal services, as set forth herein and as otherwise directed by the CITY to include all labor and materials that may be required. (c) The recitals heroin are true and correct and form and constitute a material part of this Agreement upon which the parties have relied. (d). Each party hereto represents to the other that it has undertaKen all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement and to undertake all obligations imposed on it. The persons executing this Agreement for the CITY ATTORNEY certify that they are authorized to bind the CITY ATTORNEY fully to the terms of this Agreement. (e). Time is of the essence of the lawful performance of the duties and obligations contained in this Agreement. The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Agreement. (f). When the term "law" is used herein, said phrase shall include statutes, codes, rule and regulations of whatsoever type or nature enacted or adopted by a governmental entity of competent jurisdiction. (g). It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co-partners between the parties, or as constituting the CITY ATTORNEY (including, but not limited to, its officers, employees, and agents) the agent, representative, or employee of the CITY for any purpose, or in any manner, whatsoever The CITY ATTORNEY is to be and shall remain forever an independent contractor with respect to all services performed under this Agreement. (h). Persons employed by the CITY ATTORNEY in the provision and performance of the services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the CITY's officers and employees either by operation of law or by the CITY. 21. (i). No claim for services furnished by the CITY ATTORNEY not specifically provided for herein shall be honored by the CITY. SECTION 2: SCOPE OF SERVICES/ACTIVITIES. (a). Generally, the scope of work will include a wide array of legal areas and topics such as, but not be limited to, attending City Commission meetings and work sessions and other meetings and work sessions of City boards and providing legal guidance at such meetings and work sessions with regard to matters such as those relating to quasi-judicial and other processes and the ad hoc matters that arise during such meetings and work sessions; drafting and reviewing ordinances, resolutions, contract documents and correspondence; assisting in the review and preparation of agenda items for various meetings and work sessions; providing legal consultation, advice and written opinions to the Mayor and City Commission and City Manager and others involved in Sanford City government; preparing, reviewing and approving legal instruments of a diverse nature affecting or pertaining to the City; defending the interests of the City in lawsuits and controversies in which the City is a party unless assigned to outside legal counsel; assisting with the sale or purchase of real property and engaging in other issues and creating a broad scope of legal documents and instruments pertaining to real property; and reviewing and preparing procurement documents. (b). More specifically, the CITY ATTORNEY reports to, and serves at the pleasure of, the Mayor and City Commission. The CITY ATTORNEY will work directly with the Mayor and City Commission, the City Manager and City staff in performance of daily duties in the operation of City business involving private persons and entities as well as intergovernmental matters. The CITY ATTORNEY is the primary legal advisor to the Mayor and City Commission and staff and also serves to advise or assist all commissions, boards and committees of the City — currently the Planning and Zoning Commission, Historic Preservation Board, Public Arts Commission and the Community Redevelopment Block Grant Advisory Committee - - although some other bodies will need legal assistance from time -to -time such as when the City engages in review of its City Charter or redistricting. The CITY ATTORNEY is expected to attend all City Commission, Planning and Zoning Commission, Historic Preservation Board, Public Arts Commission and the Community Redevelopment Block Grant Advisory Committee meetings and work sessions when held. The CITY ATTORNEY must provide clear and concise legal advice and consultation as requested or required by the Mayor and City Commission or City Manager. The CITY ATTORNEY provides legal counsel in drafting, interpreting and implementing ordinances, resolutions and regulations; assists in review and preparation of agenda items for meetings and work sessions including bids and solicitations relating to goods and services of a multifaceted type; negotiates agreements, leases and contracts whether drafted by the City or another party; provides legal advice and written opinions to the Mayor and City Commission and City Manager upon request on matters related to their official duties; assists in the drafting and review of all legal documents of a wide variety of areas and topics, renders opinions on legal issues affecting the City, and keeps the Mayor and City Commission and City staff informed of Federal, State and local 31 government laws, legislative issues and judicial opinions that could affect the City in any way. The CITY ATTORNEY is expected to participate in negotiations with vendors and other municipalities and governmental agencies. The CITY ATTORNEY will perform all legal work pertaining to property acquisitions, disposals, easement dedications and rights-of-way. The CITY ATTORNEY will represent the City in litigation and administrative proceedings of a wide type and nature and will advise the City relative to legislation handled by outside counsel. The CITY ATTORNEY shall monitor pending and current State and Federal legislation and court decisions, as appropriate and provide written updates on those matters that may have the potential to affect the City and its operations and provide suggested action or changes in appropriate situations. The CITY ATTORNEY shall recommend changes in City operations or procedures to ensure compliance with controlling law as may be appropriate. The CITY ATTORNEY shall take all actions required by the City Charter and the City Code and shall participate in the codification processes of the City. The CITY ATTORNEY shall maintain files consistent with records management requirements and provide the City Risk Manager and the City Manager copies of all pertinent pleadings and orders in all litigation that the CITY ATTORNEY is handling. (c). The provisions of this Agreement shall not be deemed to affect or impact the engagement for legal services between the law firm constituting the CITY ATTORNEY and the CITY which pertains to litigation and legal services relating to water contamination by responsible parties involving the chemical 1,4 dioxane and associated matters. To that end, this Agreement and the engagement for legal services involving 1A dioxane water contamination shall each be stand alone agreements controlled by their own terms and conditions. SECTION 3: CITY ATTORNEY UNDERSTANDING OF SERVICES REQUIRED. Execution of this Agreement by the CITY ATTORNEY is a representation that the CITY ATTORNEY is familiar with the services to be provided and/or performed and with local conditions. The CITY ATTORNEY shall make no claim for additional time or money based upon its failure to comply with this Agreement. The CITY ATTORNEY has informed the CITY, and hereby represents to the CITY, that it has extensive experience in performing and providing the services described in this Agreement, and that it is well acquainted with the work conditions and the components that are properly and customarily included within such projects and the requirements of laws, ordinance, rules, regulations or orders of any public authority or licensing entity having jurisdiction over the CITY s projects. Execution of this Agreement shall be an affirmative and irrefutable representation by the CITY ATTORNEY to the CITY that the CITY ATTORNEY is fully familiar with any and all requisite work conditions of the provisions of the services. SECTION 4: CITY ATTORNEY RESPONSIBILITIES. (a). The CITY ATTORNEY shall be responsible for the professional quality, accepted standards, technical accuracy, neatness of appearance of employees, employee conduct, safety, and the coordination of all services furnished by the CITY 41 ATTORNEY under this Agreement as well as the conduct of its staff, personnel, employees and agents. The CITY ATTORNEY shall work closely with the CITY on all aspects of the provision of the services. With respect to services, the CITY ATTORNEY shall be responsible for the professional quality, technical accuracy, competence, methodology, accuracy and the coordination of all of the following which are listed for illustration purposes only and not as a limitation: documents, analysis, reports, data, and any and all other services of whatever type or nature furnished by the CITY ATTORNEY under this Agreement. (b). Neither the CITY's review, approval or acceptance of, nor payment for, any of the services required shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. (c), The rights and remedies of the CITY, provided for under this Agreement, are in addition to any other rights and remedies provided by law. SECTION 5: CITY RIGHTS AND RESPONSIBILITIES. (a). The CITY shall reasonably cooperate with the CITY ATTORNEY in a timely fashion. (b). The CITY shall furnish a CITY representative, as appointed Dy the designated representative to administer, review and coordinate the provision of services. (c). The CITY shall make CITY personnel available wherethey are required and necessary to assist the CITY ATTORNEY. The availability and necessity of said personnel to assist the CITY ATTORNEY shall be determined solely at the discretion of the CITY. (d). The CITY shall transmit instructions, relevant information, and provide interpretation and definition of CITY policies and decisions with respect to any and all materials and other matters pertinent to the services covered by this Agreement. (e). The CITY shall give written notice to the CITY ATTORNEY whenever the CITY s designated representative knows of a development that affects the services provided and performed under this Agreement, timing of the CITY ATTORNEY's provision of services, or a defect or change necessary in the services of the CITY ATTORNEY. (f). The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law. The CITY may assert its right of recovery by any appropriate means including, but not limited to, set-off, suit, withholding, recoupment, or counterclaim, either during or after performance of this Agreement as well as the adjustment of payments made to the CITY ATTORNEY based upon the quality of work of the CITY ATTORNEY. (g). The CITY shall be entitled to recover any and all legal costs including, but not limited to, attorney fees and other legal costs that it may incur in any legal actions it may pursue in the enforcement of the terms and conditions of this Agreement or the responsibilities of the CITY ATTORNEY in carrying out the duties and responsibilities deriving from this Agreement. (h). Fhe failure of the CITY to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the CITY hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. 0). Neither the CITY's review, approval or acceptance of, nor payment for, any of the services required shall be construed to operate as a waiver of any rights under this Agreement nor or any cause of action arising out of the performance of this Agreement and the CITY ATTORNEY shall be and always remain liable to the CITY in accordance with applicable law for any and all damages to the CITY or the public caused by the CITY ATTORNEY's negligent or wrongful provision or performance of any of the services furnished under this Agreement. SECTION 6: COMPENSATION. Compensation from the CITY to the CITY ATTORNEY shall be as as follows. - (a) - ollows: (a). Non -Litigation Services, monthly flat fee of $25,000 per month for all attorney hours expended to provide non -litigation services. This fee would include all non - out of pocket expenses, such as travel, document reproduction or telephone cost and would increase by 5% every other year (b). Litigation and Administrative Proceedings: $190 per hour for Partners; $150 per hour for associates and $85 per hour for paralegals. The above fees do not include specialty counsel services such as bond counsel, eminent domain or pension board representation. 61 E- SECTION 7: INVOICE PROCESS. (a). Invoices, which are in an acceptable form to the CITY and without disputable items, which are received by the CITY, will be processed for payment within 30 days of receipt by the CITY (b), The CITY ATTORNEY will be notified of any disputable items contained in invoices submitted by the CITY ATTORNEY within 15 days of receipt by the CITY with an explanation of the deficiencies. (c). The CITY and the CITY ATTORNEY will make every effort to resolve all disputable items contained in the CITY ATTORNEY's invoices. (d). Each invoice snail reference this Agreement and billing period. (e). The Florida Local Government Prompt Payment Act shall apply when applicable. A billing period represents the dates in which the CITY ATTORNEY completed services referenced in an invoice. (f). Invoices are to be forwarded directly to: Cynthia Lindsay, CPA, CGFO Director of Finance City of Sanford Finance Department 300 North Park Avenue Sanford, Florida 32771 SECTION 8: TERM/LENGTH OF AGREEMENT. This Agreement shall be in effect commencing on May 1, 2025 at which time the CITY ATTORNEY will be engaged in transitional activities with the current City Attorney that will culminate at the City Commission meeting of May 12, 2025 at which time the CITY ATTORNEY will assume the place of the current City Attorney at the dais of the City Commission with the then existing City Attorney's law firm being able to assist on a consultation basis with the CITY ATTORNEY through May 31, 2025 under that firm's current engagement with the CITY. The CITY ATTORNEY shall serve at the pleasure of the City Commission and, to that end, this Agreement may be terminated at any time by vote of the City Commission. SECTION 9: DESIGNATED REPRESENTATIVES. (a). The CITY designates, the following person to represent the CITY in all matters pertaining to and arising from the work and the performance of this Agreement: Sharon Kraynik Human Resources and Risk Management Director 71 City Hall 300 North Park Avenue Sanford, Florida 3271 (b). The C 's designated representative is, Lindsay N. Greene de Beaubien, Simmons, Knight, Mantzaris & Neal, LLP 332 North Magnolia Avenue Orlando, Florida 32801 SECTION 10: PAYMENT IN THE EVENT OF TERMINATION. in the event this Agreement is terminated or canceled prior to final completion without cause, payment for the unpaid portion of the services provided by the CITY ATTORNEY to the date of termination and any additional services shall be paid to the CITY ATTORNEY. SECTION 11: ACTION FOLLOWING TERMINATION. Upon receipt of notice of termination given by either party, the terminated party shall promptly discontinue the provision of all services, unless the notice provides otherwise. SECTION 12: EQUAL OPPORTUNITY EMPLOYMENT/NON-DISCRIMINATION. The CITY ATTORNEY agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin or disability and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin or disability. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or their forms or compensation; and selection for training, including apprenticeship. The CITY ATTORNEY, moreover, shall comply with all the requirements as imposed by the Americans with Disability Act, the regulations of the Federal government issued thereunder, and any and all requirements of Federal or State law related thereto. SECTION 13: INDEMNITY AND INSURANCE. (a). To the fullest extent permitted by law, the CITY ATTORNEY shall indemnify, hold harmless and defend the CITY, its agents, servants, officers, officials and employees, or any of them, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorneys fees and other legal costs such as those for paralegal, investigative, and legal support services, and the actual costs incurred for expert witness testimony, arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the CITY ATTORNEY, its agents, servants, officers, officials, employees, gig or subcontractors. Additionally, the CITY ATTORNEY accepts responsibility for all damages resulting in any way related to the performance of work. (b). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the CITY as set forth in Section 768.28, Florida Statutes. (c). In claims against any person or entity indemnified under this Section by an employee of the CITY ATTORNEY or its agents or subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the CITY ATTORNEY or its agents or subcontractors, under Workers Compensation acts, disability benefits acts, or other employee benefit acts. (d) The execution of this Agreement b_y the CITY ATTORNEY shall obligate the CITY ATTORNEY to comply with the indemnification provision in this Agreement; provided, however, that the CITY ATTORNEY shall also comply with the provisions of this Agreement relating to insurance coverages. (e). The CITY ATTORNEY shall submit a report to the CITY within 24 hours of -the--date of ao—bcident resulting in damage or which is reasonably likely to result in a claim of damage. SECTION 14: INSURANCE. (a). The CITY ATTORNEY shall obtain or possess and continuously maintain the following insurance coverage, from a company or companies, with a Best Rating of A- or better, authorized to do business in the State of Florida and in a form acceptable to the CITY and with only such terms and conditions as may be acceptable to the CITY: (1). Workers Comoensation/Emolover Liability: The CITY ATTORNEY shall provide Worker's Compensation for all employees. The limits shall be statutory limits for Worker's Compensation insurance and $100,000 for Employer's Liability. (2). Comprehensive General Uab'lity: The CITY ATTORNEY shall provide coverage for all operations including, but not limited to, contractual, products and complete operations and personal injury. The limits shall not be less than $1,000,000 Combined Single Limit (CDL) or its equivalent. (3). Professional Liability: The CITY ATTORNEY shall provide coverage for all professional liability risks. The limits shall not be less than $1,000.000 Combined Single Limit (CDL) or its equivalent. (b). All insurance other than Workers Compensation to be maintained by the CITY ATTORNEY shall specifically include the CITY as an additional insured 91 (c). The CITY ATTORNEY shall provide Certificates of insurance to the CITY evidencing that all such insurance is in effect under this Agreement. These Certificates of Insurance shall become part of this Agreement. Neither approval by the CITY nor failure to disapprove the insurance furnished by the CITY ATTORNEY shall relieve the CITY ATTORNEY of the CITY ATTORN EY's full responsibility for performance of any obligation including the CITY ATTORNEY's indemnification of the CITY under this Agreement. If, during the period which an insurance company is providing the insurance coverage required by this Agreement, an insurance company shall: (1) lose its Certificate of Authority, (2) no longer comply with Section 440.57, Florida Statutes, or (3) fail to maintain the requisite Best's Rating and Financial Size Category, the CITY ATTORNEY shall, as soon as the CITY ATTORNEY has knowledge of any such circumstance, immediately notify the CITY and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as the CITY ATTORNEY has replaced the unacceptable insurer with insurance acceptable to the CITY, the CITY ATTORNEY shall be deemed to be in default of this Agreement. (d). The insurance coverage shall contain a provision that requires that prior to any changes in the coverage, except increases in aggregate coverage, 30 days prior notice will be given to the CITY by submission of a new Certificate of Insurance. (e). The CITY ATTORNEY shall furnish Certificate of Insurance directly to the CITY's designated representative. The certificates shall clearly indicate that the CITY ATTORNEY has obtained insurance of the type, amount and classification required by this Agreement. (f). The CITY shall not be obligated or liable under the terms of this Agreement to any party other than the CITY ATTORNEY. There are no third party beneficiaries to this Agreement. (g). The CITY ATTORNEY is an independent contractor and not an agent, representative, or employee of the CITY. The CITY shall have no liability except as specifically provided in this Agreement. (h). All insurance shall be primary to, and not contribute with, any insurance or self-insurance maintained by the CITY. 101 SECTION 15: STANDARDS OF CONDUCT. (a), The CITY ATTORNEY warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CITY ATTORNEY, to solicit or secure this Agreement and that the CITY ATTORNEY has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for the CITY ATTORNEY, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of making this Agreement. (b) Tne CITY ATTORNEY shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance of work under this Agreement or violate any laws pertaining to civil rights, equal protection or discrimination. (c). the CITY ATTORNEY nereby certifies that no undisclosed (in writing) conflict of interest exists with respect to the Agreement, including, but not limited to, any conflicts that may be due to representation of other clients, customers or vendees, other contractual relationships of the CITY ATTORNEY, or any interest in property that the CITY ATTORNEY may have. The CITY ATTORNEY further certifies that any conflict of interest that arises during the term of this Agreement shall be immediately disclosed in writing to the CITY. Violation of this Section shall be considered as justification for immediate termination of this Agreement. (d). The CITY ATTORNEY shall ensure that all taxes due from the CITY ATTORNEY are paid in a timely and complete manner including, but not limited to, the local business tax. (e). If the CITY determines that any employee or representative of the CITY ATTORNEY is not satisfactorily performing his/her assigned duties or is demonstrating improper conduct pursuant to any assignment or work performed under this Agreement, the CITY shall so notify the CITY ATTORNEY, in writing. The CITY ATTORNEY shall immediately remove such employee or representative of the CITY ATTORNEY from such assignment. (f). The CITY ATTORNEY shall not publish any documents or release information regarding this Agreement to the media without prior approval of the CITY. (g). The CITY ATTORNEY shall certify, upon request by the CITY, that the CITY ATTORNEY maintains a drug free workplace policy in accordance with Section 287.0878, Florida Statutes. Failure to submit this certification may result in termination of this Agreement. (h). If the CITY ATTORNEY or an affiliate is placed on the convicted vendor list following a conviction for a public entity crime, such action may result in termination of 111 this Agreement by the CITY. The CITY ATTORNEY shall provide a certification of compliance regarding the public crime requirements set forth in State law upon request by the CITY. (i). The CITY ATTORNEY shall comply with the requirements of the Americans with Disabilities Act (ADA), and any and all related Federal or State laws which prohibits discrimination by public and private entities on the basis of disability. 0). The CITY will not intentionally award publicly -funded contracts to any contractor or vendor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U S.C. Section 1324a(e) Section 274A(e) of the Immigration and Nationally Act (INA). The CITY shall consider the employment by the CITY ATTORNEY of unauthorized aliens, a violation of Section 274A(e) of the INA, Such violation by the CITY ATTORNEY of the employment provisions contained in Section 274A(e) of the INA shall be grounds for immediate termination of this Agreement by the CITY. (k). The CITY ATTORNEY agrees to comply with Federal, State, and local environmental, health, and safety laws and regulations applicable to the services provided to the CITY. The CITY ATTORNEY agrees that any program or initiative involving the work that could adversely affect any personnel involved, citizens, residents, users, neighbors or the surrounding environment will ensure compliance with any and all employment safety, environmental and health laws. (1). The CITY ATTORNEY shall ensure that all services are provided to the CITY after the CITY ATTORNEY has obtained, at its sole and exclusive expense, any and all permits, licenses, permissions, approvals or similar consents. (m). The CITY ATTORNEY shall advise the CITY in writing of it who has been placed on a discriminatory vendor list, may not submit a bid on a contract to provide goods or services to a public entity, or may not transact business with any public entity. (n). The CITY ATTORNEY shall not engage in any action that would create a conflict of interest in the performance of that actions of any CITY employee or other person during the course of performance of, or otherwise related to, this Agreement or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government. Further, in terms of conflicts of interest, the CITY ATTORNEY shall not represent any client who asserts a land use claim, eminent domain claim, inverse condemnation claim, claim arising under the ' Bert Harris Private Property Protection Act or any similar law, any civil rights claim, any breach of contract claim (except that the CITY ATTORNEY may make claims against the CITY arising out of this Agreement), or any other form of liability seeking claim. SECTION 18: ACCESS TO RECORDS/AUDIT/PUBLIC RECORDS. 121 (a). The CITY ATTORNEY shall maintain books, records, documents, time and costs accounts and other evidence directly related to its provision or performance of services under this Agreement. (b). The CITY ATTORNEY shall maintain and allow access to the records required under this Section for a minimum period of 5 years after the completion of the provision or performance services under this Agreement and date of final payment for said services, or date of termination of this Agreement. (c). The CITY may perform, or cause to have performed, an audit of the records of the CITY ATTORNEY before or after final payment to support final payment issued hereunder. This audit shall be performed at a time mutually agreeable to the CITY ATTORNEY and the CITY subsequent to the close of the final fiscal period in which services are provided or performed. Total compensation to the CITY ATTORNEY may be determined subsequent to an audit as provided for in this Section, and the total compensation so determined shall be used to calculate final payment to the CITY ATTORNEY's conduct of the audit shall not delay final payment as required by this Section. (d). In addition to the above, if Federal, State, County, or other entity funds are used for any services under this Agreement, the Comptroller General of the United States or the Chief Financial Officer of the State of Florida, or a county or municipality with jurisdiction or any representatives, shall have access to any books, documents, papers and records of the CITY ATTORNEY which are directly pertinent to services provided or performed under this Agreement for purposes of making audit, examination, excerpts, and transcriptions. (e). In the event of any audit or inspection conducted reveals any overpayment by the CITY under the terms of the Agreement, the CITY ATTORNEY shall refund such overpayment to the CITY within 30 days of notice by the CITY of the request for the refund. (f). The CITY ATTORNEY agrees to fully comply with all State laws relating to public records. In order to comply with Section 1 19.0701, Florida Statutes, the CITY ATTORNEY must: (1). Keep and maintain public records required by the CITY to perform the service. (2). Upon request from the CITY's custodian of public records, provide the public with a copy of the public records requested or allow the records to be inspected or copied within a reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes. or as otherwise provided by law. 131 (3). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the term of this Agreement and following completion of this Agreement if the CITY ATTORNEY does not transfer the records to the public CITY. (4). Upon completion of this Agreement, transfer, at no cost, to the CITY all public records in possession of the CITY ATTORNEY or keep and maintain public records required by the CITY to perform the service. If the CITY ATTORNEY transfers all public records to the CITY upon completion of this Agreement, the CITY ATTORNEY shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CITY ATTORNEY keeps and maintains public records upon completion of this Agreement, the CITY ATTORNEY shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology systems of the CITY. (5). If the CITY ATTORNEY does not comply with a public records request, the CITY shall enforce any and all Agreement provisions in accordance with this Agreement. and the CITY ATTORNEY shall be subject to all rights and remedies of the CITY and the public under controlling State law. (6). A request to inspect or copy public records relating to this Agreement must be made directly to the CITY. If the CITY does not possess the requested records, the CITY shall immediately notify the CITY ATTORNEY of the request, and the CITY ATTORNEY must provide the records to the CITY or allow the records to be inspected or copied within a reasonable time. Failure by the CITY ATTORNEY to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the CITY. The CITY ATTORNEY shall promptly provide the CITY with a copy of any request to inspect or copy public records in possession of the CITY ATTORNEY and shall promptly provide the CITY with a copy of the CITY ATTORNEY's response to each such request. (g). The CITY ATTORNEY agrees that if any litigation, claim, or audit is started before the expiration of the record retention period established above, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved and final action taken. (h). IF THE CONTRACTOR/CITY ATTORNEY HAS QUESTIONS REGARDING APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S (CITY ATTORNEY'S) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI HOUCHIN, MMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 141 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI.HOUCHIN@SAN FORDFL.GOV. SECTION 17: ASSIGNABILITY, The CITY ATTORNEY shall not sublet, assign or transfer any interest in this Agreement, or claims for the money due or to become due out of this Agreement to a bank, trust company, or other financial institution without written CITY approval. When approved by the CITY, written notice of such assignment or transfer shall be furnished promptly to the CITY. SECTION 18: SUBCONTRACTORS. (a). Any CITY ATTORNEY's proposed subcontractors shall be submitted to the CITY for written approval prior to the CITY ATTORNEY entering into a subcontract. Subcontractor information shall include, but not be limited to, State registrations, business address, occupational license tax proof of payment, and insurance certifications. (b). The CITY ATTORNEY shall coordinate the provision of services and work product of any CITY approved subcontractors, and remain fully responsible for such services and work under the terms of this Agreement. (c) Any subcontract shall be in writing and shall incorporate this Agreement and require the subcontractor to assume performance of the CITY ATTORNEY's duties commensurately with the CITY ATTORNEY's duties to the CITY under this Agreement, it being understood that nothing herein shall in any way relieve the CITY ATTORNEY from any of its duties underthis Agreement. The CITYATTORNEY shall provide the CITY with executed copies of all subcontracts (d). The CITY ATTORNEY shall reasonably cooperate at all times with the CITY and other CITY contractors and professionals. SECTION 19: CONTROLLING LAWSNENUE/INTERPRETATION. (a). This Agreement is to be governed by the laws of the State of Florida. (b). Venue for any legal proceeding related to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. (c). This Agreement is the result of bona fide arms length negotiations between the CITY and the CITY ATTORNEY and all parties have contributed substantially and materially to the preparation of the Agreement. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party. SECTION 20: FORCE MAJEURE. Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of 151 such obligations, or any of them, is delayed or prevented by Force Majeure. Force Majeure shall include, but not be limited to, hostility, terrorism, revolution, civil commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Section is beyond the control and without the fault or negligence of the party seeking relief under this Section. SECTION 21: EXTENT OF AGREEMENT/INTEGRATION/AMENDMENT. (a). This Agreement, together with the exhibits, constitutes the entire integrated Agreement between the CITY and the CITY ATTORNEY and supersedes all prior written or oral understandings in connection therewith. This Agreement, and all the terms and provisions contained herein, including without limitation the exhibits hereto, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements whether written or oral. (b). This Agreement may only be amended, supplemented or modified by a formal written amendment. (c). Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties. (d). Notwithstanding the provisions of this Section, the engagement for legal services relating to the contamination of water as a result of 1,4 dioxane contamination shall be and consistute and ongoing separate and distinct agreement for legal services and shall not be integrated into this Agreement. SECTION 22: NOTICES. (a). Whenever either party desires to give notice unto the other, it shall be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. (b). For the present, the parties designate the following as the representative places for giving of notice, to -wit: For the CITY: To: 161 Norton N. Bonaparte, Jr., ICMA-CM City Manager City of Sanford 300 North Park Avenue Sanford, Florida 32771 With a copy to: Marisol Ordonez Purchasing Manager City of Sanford Finance Department Purchasing Division 300 North Park Avenue Sanford, Florida 32771 For the CITY ATTORNEY: To: Lindsay N. Greene de Beaubien, Simmons, Knight, Mantzaris & Neal, LLP 332 North Magnolia Avenue Orlando, Florida 32801 (c). Written notice requirements of this Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. The CITY ATTORNEY agrees not to claim any waiver by CITY of such notice requirements based upon CITY having actual knowledge, implied, verbal or constructive notice, lack of prejudice or any other grounds as a substitute for the failure of the CITY ATTORNEY to comply with the express written notice requirements herein. Computer notification (e-mails and message boards) shall not constitute proper written notice under the terms of the Agreement. SECTION 23: WAIVER. The failure of the CITY to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the CITY hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force, SECTION 24: NO GENERAL CITY OBLIGATION. In no event shall any obligation of the CITY under this Agreement be or constitute a general obligation or indebtedness of the CITY or the State of Florida and shall be subject to availability of funds to the CITY from governmental sources and shall only be payable solely from legally available revenues and funds. SECTION 25: EXHIBITS. The CITY ATTORNEY's response to the procurement solicitation of the CITY and the CITY's procurment solicitation are attached hereto as exhibits. Each exhibit is an essential part of this Agreement. 17I'- SECTION 26: CAPTIONS. The section headings and captions of this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any provision of this Agreement. SECTION 27: SEVERABILITY/CONSTRUCTION. (a). If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. (b) All provisions of this Agreement shall be read and applied in para materia with all other provisions hereof. SECTION 28: ALTERNATIVE DISPUTE RESOLUTION (ADR). (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties agree to exhaust any alternative dispute resolution procedures reasonably imposed by the CITY prior to filing suit or otherwise pursuing legal remedies. (b). The CITY ATTORNEY agrees that it will file no suit or otherwise pursue legal remedies based on facts or evidentiary materials that were not presented for consideration to the CITY in alternative dispute resolution procedures or which the CITY ATTORNEY had knowledge and failed to present during the CITY procedures. (c). In the event that CITY procedures are exhausted and a suit is filed or legal remedies are otherwise pursued, the parties shall exercise best efforts to resolve disputes through voluntary mediation. Mediator selection and the procedures to be employed in voluntary mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall be shared equally among the parties participating in the mediation. SECTION 29: COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature. ATTEST INCOMING CITY ATTORNEY/DE 181 Daniel''' Mantzaris Partner BEAUBIEN, SIMMONS, KNIGHT, MANTZARIS & NEAL, LLP By - y N. ene Pa her Date: ATTEST.- CITY Not4higAn Traci Houchin, MMC, FCRM 'P C.01? Art Woodruff �l City Clerk �' ivlayor r Date. 4 For the use and reliance of the City " Of Sanford only Approved as to MW a4-IeoaLsufficiencv. i x i Wit brn L. Colbert, Esquire " Current City Attor rtey L��� �AIdIF N ch 191