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10/19/2016 AgreementAMY REAVILIN, CPA CLERK OF CIRCUIT COURT &COMPTROLLER MONROE CWN1Y, FLORIDA DATE: November 30, 2016 TO: Bob Shillinger, County Attorney ATTN. Kathy Peters, CP FROM: Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller L �- At the October 19, 2016 Board of County Commissioner's meeting the Board granted approval and authorized execution of Item Q4 Approval to enter into a contract with Nancy Stroud, Esq. The Law Firm Of Lewis, Stroud and Deutsch, P.L., to serve as outside legal counsel to review and report on the Monroe County Sign Code. cc: County Attorney (electronic copy) Finance (electronic copy) File 500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305 - 295 -3130 Fax: 305- 295 -3663 3117 Overseas Highway, Marathon, FL 33050 Phone: 305 - 289 -6027 Fax: 305 -289 -6025 88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305 - 852 -7146 if MONROE COUNTY AGREEMENT FOR LEGAL SERVICES This Agreement ( "Agreement ") is made as of the of � , 2016, by and between the Monroe County, a political subdivision of the State of Florida, ( "County"), whose mailing address is 2798 Overseas Highway, Marathon, Florida 33050, and Nancy Stroud of Lewis Stroud & Deutsch, PL, whose mailing address is 1900 Glades Rd., Suite 251, Boca Raton, FL ( "Consultant "). In consideration of the mutual promises contained in this Agreement, the County and Consultant agree as follows: Section 1— Scope of Services 1.1 The County engages the Consultant to provide legal services related to Monroe County Code of Ordinances, which may include the following: 1. Review, prepare report and make presentation to the Board of County Commissioners on the current status of the Monroe County sign code; 2. Assistance to County staff at Public hearings and preparation therefor; 3. Provide assistance in drafting Comprehensive Plan amendments, ordinances, resolutions, and development orders or amendments thereto; 4. Legal research and memoranda on specific sign code topics; 5. Attendance and participation in public workshops, hearings and meetings; 6. If after so directed and approved by the BOCC at the initial status presentation, assist the County in the drafting of a new lawful sign code; 7. Other legal services as requested by the County, or designee. 1.2 The Consultant will provide services as requested by and under the supervision of the County, and in close coordination with the County's Senior Director of Planning and Environmental Resource and Assistant County Attorney Steve Williams. In provision of these services, Consultant will keep the County Attorney appraised of issues and matters that may require the attention of the County Attorney. 1.3 The lead attorney for the Consultant shall be Nancy E. Stroud, who may call upon attorneys in the Consultant law firm as appropriate and necessary, and with notice to the County. Section 2 — Remedies 2.1 This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Monroe County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder of now or hereafter existing at law or in equity or by statute or otherwise. Page 1 of 7 Section 3 — Waiver of Jury Trial 3.1 To encourage prompt and equitable resolution of any litigation, each party hereby waives its rights to a trial by jury in any litigation related to this agreement. 3.2 If any legal action or other proceeding is brought for the enforcement of the Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of the Agreement, the parties agree that each party shall be responsible for its own attorney's fees. Section 4 — Authority to Practice 4.1 The Consultant hereby represents and warrants that is has and will continue to maintain all licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner and in accordance with applicable law. Proof of such licenses and approvals shall be submitted to the County upon request. Section 5 — Severability 5.1 If any term or provision of the Agreement, or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of the Agreement, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of the Agreement shall be deemed valid and enforceable to the extent permitted by law. Section 6 — Public Entity Crimes 6.1 As provided in Sections 287.132 -133, Florida Statutes, as amended from time to time, by entering into the Agreement, Consultant certifies that it, its affiliates, suppliers, subcontractors and any other contractors who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the thirty-six (3) months immediately preceding the date hereof. Section 7 — Entirety of Contractual Agreement 7.1. The County and Consultant agree that this Agreement sets forth the entire contract between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto Page 2 of 7 Section 8 — Waiver 8.1 Failure of either party to enforce or exercise any rights(s) under the Agreement shall not be deemed a waiver of either party's right to enforce or exercise said right(s) at any time thereafter. Section 9 — Compliance 9.1 Each of the parties agrees to perform its obligations under the Agreement in conformance with all laws, regulations and administrative instructions that relate to the parties' performance of the Agreement. In the event that either party becomes aware of a possible violation of law, regulation or administrative instruction that might affect the validity or legality of the services provided under the Agreement, such party shall immediately notify the other party and the parties shall agree on appropriate corrective action. In the event either party becomes aware that any investigation or proceeding has been initiated with respect to any of the services provided hereunder, such party shall immediately notify the other party. Section 10 — Independent Contractor 10.1 No relationship of employer or employee is created by this Agreement, it being understood that Consultant will act hereunder as an independent contractor and none of the Consultant's, officers, directors, employees, independent contractors, representatives or agents performing services for Consultant pursuant to the Agreement shall have any claim against the County for compensation of any kind under this Agreement. The relationship between the County and Consultant is that of independent contractors, and neither shall be considered a joint venture, partner, employee, agent, representative or other relationship of the other for any purpose expressly or by implication. Section 11— Compensation and Invoicing 11.1 A one time, flat fee of $12,000.00 should be paid upon Consultant reviewing and preparing a report and presentation(s) on the County's existing sign code. Time will be billed at $225.00 per hour for any service rendered beyond the anticipated scope of services itemized in section 1. 11.2 The County may request additional services of Nancy Stroud not contained in Section 1 above. In this case, time required for other professional services will be invoiced at $225 per hour. The County will reimburse the Consultant for travel expenses that require overnight stays, including mileage and out of pocket costs. 11.3 Invoices for professional services shall be itemized to specifically and concisely identify each task performed and should reflect the actual time spent on each task, using 1 /10 of an hour increments. Each billing entry must be sufficiently descriptive so that it can be determined exactly what professional service was provided and the appropriateness of the related time charge can be assessed. Page 3 of 7 11.4 The County will reimburse the Consultant for any out of pocket expenses directly related to professional services, including, but not limited to, long distance telephone charges, postage charges, courier fees, printing , and photocopying. Payment for some of these expenses is outlined more specifically below. (a) In -house photocopying will be paid at the rate of ten cents ($.10) per page. (b) The County will not pay for local facsimile transmissions. (c) Long distance telephone calls must state the number of calls, date, length of call, and per minute cost. (d) Any travel, per diem, mileage, or meal expenses, which may be reimbursable, must be approved in advance (orally) and will be paid in accordance with the rates and conditions set forth in Section 112.061, Florida Statutes. (e) For all disbursements, the County may require copies of paid receipts, invoices, or other documentation acceptable to the County. Such documentation must be sufficient to establish that the expense was actually incurred and necessary in the performance of professional services provided. 11.5 This is a non - exclusive Agreement and the County does not guarantee that any services beyond those stated herein will be requested of the Consultant. Section 12 — Insurance 12.1 The Consultant shall maintain during the term of this Agreement all insurance coverage as required hereunder. Such insurance. policy(s) shall be issued by insurance carriers approved and authorized to do business in the State of Florida, and who must have a rating of no less than "excellent" by A.M. Best or as mutually agreed upon by the County and the Consultant. Type of Coverage Professional Liability /Errors and Omissions General Liability Insurance, Including Premises Operation Products and Completed Operations Blanket Contractual Liability Personal Injury Liability Amount of Coverage $300,000 aggregate $100,000 per occurrence $300,000 Combined Single Limit (CSL) Automobile Liability (Owned, Non -Owned & Hired Vehicles) $300,000 Combined Single Limit (CSL) $200,000 per Person $300,000 per Occurrence $200,000 Property Damage Page 4of7 Workers' Compensation $100,000 Bodily Injury by Accident $500,000 Bodily inj. by Disease, policy hnts $100,000 Bodily inj. by Disease, each emp. Proof of all insurance coverage shall be furnished to the County by way of an endorsement to same or certificate of insurance upon request by the County. The County shall be identified as an "Additional Insured" on general and auto liability. Failure to comply with the foregoing requirements shall not relieve Consultant of its liability and obligations under this Agreement. Section 13 — Public Records Compliance 13.1 Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (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 contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor Page 5of7 shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119. 10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305 -292 -3470 BRADLEY - BRIANaMONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12 Street, SUITE 408, KEY WEST, FL 33040. Section 14 — Termination 14.1 The Agreement may be terminated by either party upon seven days written notice for any reason. In such event, the County shall compensate the Consultant for services rendered up to the date of termination. IN WITNESS WHEREOF, the parties hereto have caused the Agreement for Legal Services Related to Monroe County Code of Ordinances to be executed as of the day and year set forth above. Page 6 of 7 MONROE COUNTY Af By: Heather arru , Mayor 3a �� APPROVED AS TO FORM AND LEGAL SUFFICIENCY 1 By. ";�- L- — Steve Williams, Assistant County Attorney CONSULTANT: Lewis Stroud & Deutsch, PL C-. �r rz �, c- ra -- 2 ---- By k E. Stro r= T Fri 7E MONROE COUNTY ATTORNEY AP ED A3 T RM: Y F NV T. '+N1711AMS ASSISTANT C LINTY ATTORNEY Date IbAf�L Page 7 of 7