Fully Exectued Special Magistrate Contract Feb 2021CONTRACT BETWEEN
TAITY OF ATLA TIC BEACH
AND 441 I
PERTAINING TO
p.
SPECIAL MAGISTRATE SERVICES FOR CODE ENFORCEMENT
This CONTRACT is made and entered into on the LLL day of 021 ("Effective Date"), by
and between the City of Atlantic Beach, a public body politic and municipal corpMatien organized and existing
under the Laws of Florid hose addr s is: City of Atltie Beach, 800 Seminole Road, Atlantic Beach, Florida,
3223 ("CITY"), and Wajg W 0( , a F rida pn s'ionalcvice corporation, FEIN
3 47 6 Se .5whose dress is 10 , Florida 3
("CONTRACTOR"), col ively (the "Parties") who hereby agree
WITNESSETH
WHEREAS, the City Commission of the City of Atlantic Beach determined there exists the need
for SPECIAL MAGISTRATE SERVICES FOR CODE ENFORCEMENT in the City of Atlantic Beach;
and
WHEREAS, thc CONTRACTOR will act as the SPECIAL MAGISTRATE FOR CODE
ENFORCEMENT, as set forth in the attached CONTRACT Documents; and
WHEREAS, the City Commission of the City of Atlantic Beach approved the CONTRACTOR to
provide SPECIAL MAGISTRATE SERVICES FOR CODE ENFORCEMENT; and
NOW THEREFORE, in consideration of the mutual benefits to the CITY and CONTRACTOR, the
following covenants and contracts are set forth to which the Parties agree as follows:
SECTION 1. SCOPE OF WQRK.
The Parties agree the CONTRACTOR will provide Special Magistrate services to the City of Atlantic Beach
pursuant to the specification within the Scope of Services, and in accordance with the City of Atlantic Beach
'ode of Orliiiances, fOrpinance 5-19-68, and Chapter 162, Florida Statutes, CONTRACTOR agrees that ame irsatit A.is to rve as Spc1 Ma strate for Code Enforcement for the CITY and that
V
du ng the term of this Contrac 1,1 not serve as a Special Magistrate for another city
or hold another "office" that wo d violate office holding prohibition contained in Article 11,
section 5(a) of the Florida Constitution,
SECTION 2. TERM.
The term of this Contract shall become effective on the datc of execution and continue for one (1) year. The
tem may be extended annually upon resolution of the City Commission, provided each term extension may
not exceed one (1) year,
SECTION 3. STANDARD OF CARE.
a. The CONTRACTOR has represented to the CITY that it possesses a level of knowledge, experience,
and expertise that is commensurate with firms in the areas of practice required for the services to he provided.
By executing this Contract, the CONTRACTOR agrees that the CONTRACTOR will exercise that degree of
care, knowledge, skill and the ability as any other similarly situated contractor possessing the degree of skill,
knowledge, experience, and expertise within the local area, working on similar activities. The
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CONTRACTOR shall perform the services requested in an efficient manner, consistent with the CITY'S
stated Scope of Services and industry standards.
b. The CONTRACTOR covenants and agrees that it and its employees, agents, subcontractors,
representatives, volunteers, and the like, shall he hound by the same standards of conduct as stated above.
SECTION 4. COMPENSATION.
The CONTRACTOR agrees, for the consideration herein, to the following compensation:
(t) A bi-monthly flat rate of Three Thousand Dollars ($3,000,00), Contractor and City agree that in
October 202 I, the City Manager and Contractor shall review this compensation for fairness to the
City and Contractor.
fii) An annual payment of One Thousand Dollars ($1,00000) shall be paid to Contractor upon receipt
of invoice from Contractor showing evidence of insurance meeting the requirements of Section 6
hereof
b. Compensation for services completed by the CONTRACTOR will be paid in accordance with Florida's
Prompt Payment Act, Section 218.70, et seq., Florida Statutes,
C. Services to he performed in accordance with this Contract are subject to the annual appropriation of funds
by the CITY. In the event sufficient budgeted funds arc not available for a new fiscal period, the CITY will notify
the CONTRACTOR of such occurrence and this Contract will terminate on the hist day of the current fiscal period
without penalty or expense to the CITY, In its sole discretion, the CITY reserves the right to forgo use of the
CONTRACTOR for any project which may fall within the Scope of Services listed in this Contract. In the event the
CITY is not satisfied with the services provided by the CONTRACTOR, the CITY will hold any amounts due until
such time as the CONTRACTOR has appropriately addressed the problem,
d. Thc CONTRACTOR shall submit invoices once every two (2) months, in the month following code
enforcement hearings held by the Special Magistrate, to the City of Atlantic Beach for services performed, including
the expenses or other charges accounted for under this Contract during the month inutiediately preceding said
invoice. The CONTRACTOR will pay all sales, employment, and other applicable taxes that arise or may arise from
the services performed under this Contract,
SECTION 5. TERMINATION AND FORCE MAJEURE.
a. Termination. The CONTRACTOR shall serve at the pleasure of the City Commission and may be
removed from service at any time with or without cause upon resolution approved by a majority vote of the
City Commission present and voting. Such termination shall he effective upon thirty (30) days' written
notice to Contractor, The CONTRACTOR may terminate this Contract with or without cause upon sixty (60)
days' written notice to the CITY, in the event the Contract is terminated by the CONTRACTOR or is
terminated by the CITY for reasons unrelated to the quality of work provided by the CONTRACTOR, the
CITY shall pay the CONTRACTOR in full for all work actually performed prior to the date of termination,
This payment shall be the sole financial obligation or responsibility of the CITY for compensation under this
Contract in the event of termination. Upon termination of this Contract, however terminated, the
CONTRACTOR shall turn over to the CITY all work product completed, or partially completed, up to the
date of termination. The CITY will have full right to use such work product in any manner, in the sole
discretion of the CITY,
b. Force Majeure. Neither Party to this Contract will be liable for its failure to perform under the
Contract due to any circumstances beyond its reasonable control such as act of Ciod, wars, riots, national
emergencies, sabotage, strikes, labor disputes, accidents, and governmental laws, ordinances, rules, or
regulations. The CONTRACTOR or CITY may suspend its performance under this Contract as a result of
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Force Majeure without being in default of the Contract, but upon removal of such Force Majeure the
CONTRACTOR or CITY will resume its performance as soon as reasonably possible.
SECTION 6. INSULANCE,
The CONTRACTOR shall maintain such insurance as specified in Exhibit A (Insurance Requirements) to
protect the CITY from any or all claims For property damage, personal injury, and bodily injury including
death, which may arise from operations under this CONTRACT. Certificates of such insurance shall be
provided to the CITY within fifteen (15) days of execution of this Contract and shall also be subject to its
approval for adequacy of protection. The CITY shall be named as an additional insured under all policies,
except CONTRACTOR'S malpractice insurance,
SECTION 7. DOCUMENTS CONSTITUTING ENTIRE CONTRACT.
The following documents are hereby incorporated and made part of this Contract:
1. Scope of Services,
2. Biography with agreed to rates submitted by CONTRACTOR on ILL,1 , 2021,
All exhibits may also be collectively referred to as the "Documents". In the event of any conflict between the
Documents or any ambiguity or missing specifications or instruction, the following priority is established:
A. This Contract and any attachments,
B. Scope of Services,
C. Biography with agreed to rates submitted to the City of Atlantic Beach by CONTRACTOR on
, 2021.
SECTION 8, APPLICABLE LAW, VENUE, JURY TRIAL.
The laws of the State of Florida shall govern all aspects of this Contract. In the event ii is necessary for either party
to initiate legal action regarding this Contract, venue will lic in Duval County, Florida, The Parties hereby waive
thcir right to trial by jury in any action, proceeding or claim, arising out of this Contract, which may be brought by
either of the Parties.
SECTION 9. INDEPENDENT CONTRACTOR. This Contract does not create an employee/employer
relationship between the Parties. It is the Parties' intention that the CONTRACTOR, its employees,
subcontractors, representatives, volunteers, and the like, will be an independent contractor and not an
employee of the CITY for all purposes, including, but not limited to, the application of the following, as
amended: the Fair Labor Standards Act minimum wage and overtime payments, the Federal Insurance
Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal
Revenue Code, the State of Florida revenue and taxation laws, the State of Florida workers' compensation
laws, the State of Florida unemployment insurance laws, and the Florida Retirement System benefits. The
CONTRACTOR will retain sole and absolute discretion in the judgment on thc manner and means of
carrying out the CONTRACTOR'S activities and responsibilities under this Contract.
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SECTION 10. APPLICABLE LICENSING.
The CONTRACTOR, at its sole expense, shall obtain all required federal, state, and local licenses,
occupational and otherwise, required to successfully provide thc services set forth herein,
SECTION 11. COMPLIANCE WITH ALL LAWS.
The CONTRACTOR, at its sole expense, shall comply with all laws, ordinances, judicial decisions, orders, and
regulations of federal, state, county, and CITY, as well as their respective departments, conunissions, boards, and
officers, which are in effect at the time of execution of this Contract or are adopted at any time following the
execution of this Contract.
SECTION 12. INDEMNIFICATION.
The CONTRACTOR agrees to he liable for any and all damages, losses, and expenses incurred, by the CITY,
caused by thc acts and/or omissions of the CONTRACTOR, or any of its employees, agents, subcontractors,
representatives, volunteers, or the like. The CONTRACTOR agrees to indemnify, defend and hold the CITY
harmless for any and all claims, suits, judgments, or damages, losses and expenses, including but not limited to,
court costs, expert witnesses, consultation services and attorney's fees, arising from any and all acts and/or
omissions of thc CONTRACTOR, or any of its employees, agents, subcontractors, representatives, volunteers, or the
like. Indemnification, defense, and hold harmless actions shall not he limited by any insurance amounts required in
this Contract. This provision shall survive termination of this Contract.
SECTION 13. SOVEREIGN IMMUNITY.
The CITY expressly retains all rights, benefits and immunities of sovereign immunity in accordance with Section
768.28, Florida Statutes. Notwithstanding anything set forth in any section, article or paragraph of this Contract to
the contrary, which may have been adopted by the Florida Legislature or may be adopted by the Florida Legislature,
the cap on the amount and liability of the CITY for damages, attorney's fees and costs, regardless of the number or
nature of claims in tort, equity or contract, must not exceed the dollar amount sct by the Florida Legislature for tort.
Nothing in this Contract shall inure to the benefit of any third party for the purpose of allowing any claim against the
CITY which would otherwise be barred under the doctrine of sovereign immunity or operation of law.
SECTION 14. BANKRUPTCY OR INSOLVENCY.
If the CONTRACTOR shall file a petition in bankruptcy, or if the same shall be adjudged bankrupt or
insolvent by any court, or if a receiver of the property of the CONTRACTOR shall he appointed in any
proceeding brought by or against thc CONTRACTOR, or if the CONTRACTOR shall make an assignment
for the benefit of creditors, or proceedings shall be commenced on or against the CONTRACTOR'S
operations, the CITY may terminate this Contract immediately notwithstanding the notice requirements of
Section 5.
SECTION 15. BINDING EFFECT.
This Contract shall be binding upon and inure to the benefit of the Parties hereto, their heirs, personal
representatives, successors, and/or assigns.
SECTION 16. ASSIGNMENT.
This Contract is only assignable by the CONTRACTOR upon the express written consent of the CITY.
SECTION 17. SEVERABILITY.
All clauses found herein shall act independently of each other. If a clause is found to be illegal or
unenforceable, it will have no effect on any other provision of this Contract. It is understood by the Parties
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that if any part, term, or provision of this Contract is by the courts held to be illegal or in conflict with any
law of the State of Florida, or the United States, the validity of the remaining portions or provisions will not
he affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract
did not contain the particular part, term, or provision held to be invalid,
SECTION 18. WAIVER.
Failure of the Parties to insist upon strict performance of any of the covenants, terms, provisions, or
conditions, of this Contract, or to exercise any right or option contained in this Contract will not bc construed
as a waiver or a relinquishment for the future of any such covenant, term, provision, condition, or right of
election, which will continue to remain in full force and effect.
SECTION 19. MODIFICATION.
The covenants, terms, and provisions of this Contract may be modified by way of a written instrument,
mutually accepted by the Parties hereto, pursuant to approval by thc City Commission. In the event of a
conflict between the covenants, terms, and/or provisions of this Contract and any written amendment(s), the
provisions of the latest executed instrument shall take precedence.
SECTION 20. HEADINGS.
All headings of the sections, exhibits, and attachments contained in this Contract are for the purpose of convenience
only and do not expand, limit or change the provisions contained in such sections, exhibits, and attachments.
SECTION 21. JOINT AUTHORSHIP.
This Contract results from joint negotiation and authorship. No part of this Contract will bc construed as the
product of any one of the Parties hereto.
SECTION 22. EQUAL OPPORTUNITY EMPLOYER.
The CONTRACTOR is an Equal Opportunity Employer and will comply with all equal opportunity employment
laws. The CONTRACTOR will further ensure that all subcontractors it utilizes in providing the services required
hereunder will comply with all equal opportunity einployment laws,
SECTION 23. PUBLIC RECORDS.
The CONTRACTOR agrees to comply with the Florida Public Records Act, as applicable, including, but not
limited to Section 119.0701 of the Florida Statutes. Documents which are considered public records herein
under Florida law may include, hut are not limited to: records related to the entry, management and
implementation of this Contract itself; emails/correspondencc between the CITY and the CONTRACTOR
related to this Contract; ernails or correspondence from all other entities related to this Contract (i.e.,
subcontractors, suppliers, vendors, etc.); billing and related documents; plans or other documents that may he
necessary, reports, etc.; subcontracts; and all vendor invoices. The CONTRACTOR agrees, to the extent required by
law, to:
a. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in
performing the services of the Contract;
b. Provide the public with access to the public records under the same terms and conditions that the CITY
would provide the records and at a cost that dues not exceed the cost provided for by law;
c. Ensure that the public records that are exempt or confidential, and exempt from public record disclosure
requirements, are not disclosed, except as authorized by law; and
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d. Meet all requirements for public records and transfer, at no cost, to the CITY, all public records in
possession of the CONTRACTOR, upon termination or completion of the Contract and destroy any duplicate public
records that are exempt or confidential, or exempt from public record disclosure requirements.
Furthermore, the CONTRACTOR agrees that all records stored electronically shall he provided to the CITY
in a format that is compatible with the information technology systems of the CITY, The CONTRACTOR
shall promptly provide the CITY with a copy of any request to inspect or copy public records that the
CONTRACTOR receives and a copy of the CONTRACTOR'S response to each request. The CONTRACTOR
understands and agrees that failure to provide access to the public records shall bc a material breach of this Contract
and grounds for termination.
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 (904) 247-
5809, DBARTLE@COAB.US, AND CITY HALL, 800 SEMINOLE ROAD, ATLANTIC BEACH, FL 32233.
THE CONTRACTOR ACKNOWLEDGES THAT THE CITY OF ATLANTIC BEACH
CANNOT AND WILL NOT PROVIDE LEGAL OR BUSINESS ADVICE TO THE CONTRACTOR WITH
RESPECT TO ITS OBLIGATIONS PURSUANT TO THIS SECTION RELATED TO PUBLIC RECORDS.
THE CONTRACTOR ACKNOWLEDGES THAT 11' WILL NOT RELY ON THE CITY OF ATLANTIC
BEACH OR ITS CITY ATTORNEY TO PROVIDE SUCH BUSINESS OR LEGAL ADVICE AND THAT
CONTRACTOR HAS BEEN ADVISED TO SEEK PROFESSIONAL ADVICE WITH REGARD TO
PUBLIC RECORDS MATTERS ADDRESSED BY THIS CONTRACT.
SECTION 24. NOTICE.
All notices required to be given to the CITY or CONTRACTOR will be sent by (a) registered or certified
mail, and notice is deemed to have been given on the date of acceptance; or (b) delivery (i.e., courier or
other hand delivery), overnight delivery, email or facsimile transmission, and notice is deemed to have been
given on the day of delivery or transmission. If the day of notice is a Saturday, Sunday, or legal holiday,
notice is deemed to have been given on the first calendar day thereafter which is not a Saturday, Sunday, or
legal holiday. All notices required to be given to the CITY shall he made to the CITY at:
City of Atlantic Beach
Attention: City Manager
800 Seminole Road
Atlantic Beach, Florida 32233
Phone: (904) 247-5817
Fax: (904) 247-5805
[email address] scorbin@coab.us
Or to such other address or as the CITY may direct from time to time by written notice forwarded to the
CONTRACTOR as provided above.
All notices required to he given to CONTRACTOR uncle he sent to CONTRACTOR at:
Company:
Attention:
Address:
Phone:
or to such address as the CONTRACTOR may direct from tixnc to time by written notice orwardcd to the
CITY as provided above. E-mail transmittal of notices are considered delivered as of the date of electronic
transmission, Both Parties will supplement emailed notices with a formal version of the notice as outlined
above.
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SECTION 25. E -VERIFY.
1) Definitions:
"Contractor" means a person or entity that has entered or is attempting to enter into a contract with a
public employer to provide labor, supplies, or services to such employer in exchange for salary, wages, or
other remuneration.
"Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or
another subcontractor in exchange for salary, wages, or other remuneration.
2) Effective January 1, 2021, public and private employers, contractors and subcontractors will begin required
registration with, and use of the E -verify system in order to verify the work authorization status of all newly
hired employees. Vendor/Consultant/Contractor acknowledges and agrees to utilize the U.S. Department of
Homeland Security's E -Verify System to verify the employment eligibility of:
a) All persons employed by Vendor/Consultant/Contractor to perform employment duties within Florida
during the term of the contract; and
b) All persons (including subvendors/subconsultants(subcontractors) assigned by
Vendor/Consultant/Contractor to perform work pursuant to the contract with the Department, The
Vendor/Consultant/Contractor acknowledges and agrees that use of the U.S. Department of Homeland
Security's E -Verify System during the term of the contract is a condition of the contract with the City
of Atlantic Beach, Florida; and
By entering into this Contract, the Contractor becomes obligated to comply with the provisions of
Section 448.095, Fla. Stat., "Employment Eligibility'," as amended from time to time. This includes hut
is not limited to utilization of the E-Verift System to verift the work authorization status GI' all newly
hired employees, and requiring subcontractors to provide an affidavit attesting that the
subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The
contractor shall maintain a copy of such affidavit for the duration of the contract. Failure to comply
will lead to termination of this Contract, or if- a subcontractor knowingly violates the statute, the
subcontract must be terminated immediately. Any challenge to termination under this provision must
he filed in the Circuit Court no later than 20 calendar days after the date of termination. If this
contract is terminated ,for a violation of the statute by the Contractor, the Contractor may not be
awarded a public contracta period of I year after the date of termination.
SECTION 26. MISCELLANEOUS.
1. CONTRACTOR has been made aware of the Florida Public Entity Crimes Act, § 287.133, Florida
Statutes, and the CITY'S requirement that the CONTRACTOR has complied with it in all respects prior to and will
comply with it in all respects during the tcrm of this Contract.
2. CONTRACTOR and any Subcontractors understand and will comply with Section 20.055(5) of the
Florida Statutes and thereby agree to cooperate with the inspector general in any investigation, audit, inspection,
review, or hearing pursuant to said Section.
3. The Parties represent and warrant that they have entered into this Contract relying wholly upon their
own judgment, belief and knowledge of the nature, extent, effect and duration of any actions, damages and
liability therefore. The Parties represent that they enter into this Contract without relying upon any statement or
representation of the adverse parties other than what has been set forth in writing in this Contract. The Parties
represent that they have had the opportunity to discuss this matter with counsel of their choosing and are
satisfied with its counsel and the advice received. The Parties understand this Contract's contents and agree that
this Contract will not he construed more strongly against any party hereto, regardless of who is responsible for
its preparation or drafting. The Parties further declare and represent that no promise, inducement, agreement or
understanding not expressed in this Contract has been made to an adverse party and that the terms of this
Contract are contractual and not a mere recital.
01096796-1
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