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05/01/2024 Agreement AGREEMENT — LEGAL COUNSEL TO CONTRACTORS EXAMINING CONSTRUCTION y and between MONROE COUNTY, FLORIDA And VERNIS & BOWLING F THE FLORIDA , P.A. May THIS AGREEMENT ("Agreement') is made and entered into this 1st_ day of 202 , by and between MONROE COUNTY, hereinafter referred to as Client, and VERNIS & BOWLING OF THE FLORIDA KEYS, P.A., hereinafter referred to as the Attorney, (hereinafter collectively, the "Parties"). WHEREAS, the County desires to employ an attorney to provide legal counsel to the Monroe County Contractors Examining Board (CEB) and the Monroe County Construction Board of Adjustments and Appeals (CBAA); and WHEREAS, the Attorney represents that he or she possesses the necessary qualifications and is capable of providing such Services: NOW THEREFORE, in consideration of the promises contained herein, the Parties hereto agree as follows: ARTICLE1 - EFFECTIVE DATE AND TERM The effective date of this Agreement shall be the date last signed by both Parties below ("Effective Date"). The term of the Agreement shall run for three (3) years from the Effective Date. The Agreement shall continue in full force and effect until terminated either by the Attorney or by the Client. Monroe County's obligation to pay is contingent upon annual appropriation by the Monroe County Board of County Commissioners. ARTICLE 2 —THE PARTIES The Client is Monroe County, acting by and through its duly elected and appointed officers and its employees. The Attorney is an individual or business entity licensed to do business within the State of Florida. The individual timekeepers named below are licensed to practice law within the State of Florida. The Attorney may not outsource the work covered by this Agreement without full written disclosure and prior written approval from the County acting through the County Attorney. The primary attorney providing services including personal appearances at the meetings under this Agreement shall be Dirk M. Smits, Esq. Scott C. Black, Esq. may also be used as the secondary attorney should Mr. Smits not be available. Janette M. Smith, Esq. and Hunter O'Connor, Esq. may also be assigned to provide legal assistance with the prior written approval of the County Attorney. 1 ARTICLE 3 — SCOPE OF SERVICES TO BE PERFORMED 3.1 Scope of Services to CEB and CBAA The Attorney shall serve as legal counsel to the CEB and CBAA. As legal counsel, the Attorney shall be required to be present at all regularly scheduled and special CEB and CBAA meetings; to review and approve as to form all written findings of facts, conclusions of law and resolutions prior to approval by the CEB and CB AA; and to advise the CEB and CB AA on legal and procedural issues related to its duties and responsibilities under the Monroe County Code of Ordinances and Florida Building Code. As part of the services, legal counsel for the CEB/CB AA shall also perform the following duties: (a) Amend Monroe County Code section 6-267 as necessary to change the code requirements for CEB meeting dates as determined by the Assistant County Administrator and the County Attorney; (b) Draft rules and procedures for the CEB and CB AA in consultation with the Assistant County Administrator and County Attorney; (c) Amend Monroe County Code section 6-270 to clarify the language regarding repeat violations and amend any related statutes to eliminate any contradictions; (d) Amend Monroe County Code section 6-56 to clarify the duties, responsibilities, and membership of the CB AA; (e) Amended Monroe County Code sections from time to time as called upon to do so in consultation with the Assistant County Administrator and County Attorney; and (f) Provide legal research related to the CEB and CB AA from time to time as called upon to do so in consultation with the Assistant County Administrator and County Attorney. 3.2 No Conflicts. The Attorney has conducted a thorough investigation and determined that neither the Attorney nor any attorneys in a firm in which the Attorney currently practices have any ethical impediment, real or potential, to representing the County. If any such impediment arises, the Attorney shall immediately take steps required by Florida Bar rules to resolve the conflict or withdraw from representation. The Attorney shall provide the County Attorney with at least seven (7) days' notice prior to a hearing if it should become necessary to recuse himself from a matter if there is a scheduling conflict requiring that an alternate attorney be provided for the hearing. The Attorney understands that the County Attorney's Office will continue to provide the CEB/CB AA with ordinance drafting services, and that from time to time, the County may schedule a portion of a meeting for consultation on such matter. The Attorney may 2 participate in such discussions although the primary purpose of the Agreement is to provide outside counsel for the conduct of administrative and/or quasi-judicial hearings. 3.4 Professional Ability to Perform or ; Contract Manager. The Attorney warrants that it, he or she is authorized by law to engage in the performance of the work described herein, subject to the terms and conditions set forth in this Agreement. The Attorney warrants that the authorized timekeepers are authorized by law and by the Rules and Regulations of the Florida Bar to engage in the performance of the activities encompassed by the Agreement. ARTICLE 4 - COMPENSATION 4.1 FEES — CEB/CBAA In the event that legal services are rendered by the Attorney to the CEB/CBAA, the County shall pay the Attorney at the rate of one thousand five hundred dollars and zero cents ($1,500.00) per meeting of the CEB. If a meeting is continued for a second day, Attorney shall be paid at the rate of one hundred fifty dollars and zero cents ($150.00) per hour for additional time. Total compensation for the year for services provided by Attorney to the CEB/CBAA (inclusive of services provided by the primary attorney) shall not exceed twenty-five thousand dollars ($25,000.00) without prior written approval from the County Attorney. 4.2 TIMEKEEPERS The list of attorneys approved by the County to provide legal services under this Agreement ("timekeepers") are listed below. Dirk M. Smits, Esq. — primary attorney Scott C. Black, Esq. —secondary attorney Janette M. Smith, Esq. —backup attorney Hunter O' Connor, Esq.—backup attorney The primary attorney is the attorney who is expected to attend the hearings on a regular basis. The secondary attorney will be used only if the primary attorney is unavailable. The backup attorneys may be used for legal research, but personal appearance at the hearings will only be with prior written approval of the County Attorney. This list of timekeepers may be amended from time to time upon the prior written approval of the Monroe County Attorney. In the event that timekeepers are added, their billing rates shall be shown above. 4.3 COSTS: The fees described above shall cover all services performed. There shall be no additional charges for costs incurred, including but not limited to travel, photocopies, telephone charges, or mailing. 4.4 RETAINER A retainer will not be required. 3 4.5 BILLING The Attorney shall invoice the County by the tenth of the month for services performed during the previous month. The invoice shall list the date of service, the timekeeper who provided the service, and the service performed. The invoice must be in a form satisfactory to the County Clerk. All invoices shall be paid in accordance with Florida Local Government Prompt Payment Act unless there are disputed charges. ARTICLE 5 -STANDARD OF CARE The Attorney shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by Attorneys under similar circumstances and the Attorney shall, at no additional cost to the Client, re-perform services which fail to satisfy the foregoing standard of care. ARTICLE 6 - COMPLIANCE WITH LAWS In performance of the Services, the Attorney will comply with applicable regulatory requirements including federal, state, and local laws, rules regulations, orders, codes, criteria and standards. ARTICLE 7 - INSURANCE During the performance of the Services under this Agreement, the Attorney shall maintain Professional Liability Insurance, which shall be written by an insurance company authorized to do business in Florida. This insurance shall provide coverage against such liability resulting from this Contract. The minimum limits of coverage shall be $250,000 per claim and $500,000 in the aggregate. Certificates of insurance showing coverage in the amounts shown above is in force shall be submitted at the time of initial execution of the Agreement by both parties. The Attorney shall maintain coverage in force at all times. Thereafter, the Attorney shall supply new certificates of insurance, showing coverage in force, whenever the policy lapses or is replaced by another policy. ARTICLE 8 — MODIFICATION and TERMINATION OF AGREEMENT Any modification or amendment to this Agreement requires the prior express written consent of both parties. Client shall have the right to terminate this Agreement or suspend performance thereof with or without cause upon thirty (30) days' written notice to the Attorney, and the Attorney shall have the right to terminate or suspend performance of Services upon thirty (30) days' written notice to the Client and upon terms consistent with the Rules Regulating the Florida Bar and the State and Federal Rules of Civil Procedure. Upon termination, the County shall remain obligated to pay the Attorney for all services performed to date through date of the notice of termination. Upon termination, the Attorney agrees to return copies of all documents in its possession of any nature related to the Attorney's representation of the County that have not previously been provided to the County. 4 ARTICLE 9 - UNCONTROLLABLE FORCES Neither the Client nor the Attorney shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions (unless such governmental action is the nonpayment of legal fees). Neither party shall, however, be excused from performance if nonperformance is due to forces which are preventable, removable, or remediable and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 10 — DISPUTE RESOLUTION This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The prevailing party in any proceeding to resolve a dispute under this Agreement shall be entitled to recover reasonable expenses, including attorney's fees and costs. ARTICLE 11 — NOTICE Any notice required to be given under this Agreement shall be in writing and delivered by certified mail, return receipt requested, to the other party as follows: For Monroe County: For the Attorney: Bob Shillinger Vernis & Bowling of the Florida Keys, P.A. Monroe County Attorney c/o Dirk M. Smits, Esq. 1111 12th St., Suite 408 81990 Overseas Hwy. V Floor Key West, FL 33040 Islamorada, FL 33036 Shillinger-bob@monroecounty-fl.gov dsmits@florida-law.com ARTICLE 12 — ETHICS CLAUSE The Attorney warrants that it has note ploys , retained or otherwise had acts on its behalf any former Monroe County Code officer or employee in violation of Section 2 of Ordinance 10-1990 or any current County officer oremployee in violation of Section 3 of Monroe County Ordinance 10-1990. For breach or violation of this provision, the County may, at its discretion, terminate this Agreement without liability and may also deduct from the amount owed the full amount of any fee, commission, percentage, gift or consideration paid to the former or present County officer or employee. The parties recognize and agree that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. ARTICLE 13 — GOVERNING LAW This Agreement shall be governed and construed by and in accordance with the laws of the State of Florida. Venue for any legal action which may arise out of or under this agreement shall be in Monroe County, Florida. ARTICLE 14 — RECORDS The Attorney shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. If an auditor employed by the County or the Clerk of Courts determines that monies paid to the Attorney were spent for purposes not authorized by this Agreement, the Attorney shall repay the monies together with interest calculated pursuant to Section 55.03, F.S., running from the date the monies were paid to the Attorney. ARTICLE 15 — FLORIDA PUBLIC RECORDS LAW Per F.S. 119.0701, the Attorney shall: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency 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 public agency. 6 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency 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 shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. A contractor who fails to provide public records to Monroe 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 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 Contractor 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 Attorney shall not transfer custody, release, alter, destroy, or otherwise dispose of any public records except as 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 AT: BRIAN BRADLEY, C/O MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH ST., SUITE 408, KEY WEST FL 33040, LbLaA III y--,lriaU iroecoun :Ll.q2y, (305) 292-3470. ARTICLE 16 — MISCELLANEOUS A. F.S. 287.135: This contract is terminable at the option of the County if the firm is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel. B. Public Entit C rime Statement: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess 7 of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of terms of this contract shall result in termination of this Agreement and recovery of all monies paid hereto, suspension of the ability to bid on and perform County contracts, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONTRACTOR has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or CONTRACTOR is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. C. Ethics Clause: The Attorney warrants that it has not employed, retained, or otherwise had act on its behalf, any former County officer or employee subject to the prohibition of Monroe County Ordinance No. 010-1990 or any current County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or reviolation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. D. No Solicitation / No Payment: The CONTRACTOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 8 E. Non-Discrimination: CONTRACTOR and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. FIRM and COUNTY agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title V11 of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PIL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PIL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title Vill of the Civil Rights Act of 1968 (42 USC s.3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code, Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sexual orientation, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties hereto, or the subject matter of, this Agreement. F. E-Verify System: In accordance with F.S. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not 9 employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095. 10 IN WITNESS WHEREOF, the Client and the Attorney have executed this Agreement as of the day and year first above written. COUNTYMONROE COMMISSIONERS Digitally signed by Robert B.Shillinger Robert B. S h i l l i n g e r DN:cn=Robert B Shillinger,o=Monroe County BOCC, ou-Mon roe County Attorney,email-shillinger- bob@monroecounty-Fl.gov,-US By: Date 2024.0501152131 04'00' Bob Shillinger, County Attorney Date: 5/1/24 VERNIS & �BOWLING FLORIDA EYS' B Printed Name: Dirk M. Smits, B.C.S. Title: Managing Member Date: April 30, 2024 11 i