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RFP 16-02 Attorney COAB Specifications City of Atlantic Beach LEGAL SERVICES FOR CITY ATTORNEY-FIRM Request for Proposal No. 16-02 Date of Issue: January 26, 2016 PROPOSALS DUE: February 24, 2016 by 3:00 p.m. City Hall Attn: Human Resources Director 800 Seminole Road Atlantic Beach, FL 32233 ALL RESPONSES MUST BE RECEIVED BY THE HR DEPARTMENT BY 3:00 PM ON FEBRUARY 24, 2016 TO BE CONSIDERED RESPONSIVE. 2 | Page City of Atlantic Beach RFP #1 6 -02 SECTION I General Terms & Conditions Obtain Documents Bidders m ay obtain one set of bidding docum ent forms from : Catherine Berry, J.D. Director of Human Resources City Hall 800 Seminole Road, Atlantic Beach, FL 32233 Phone: 904-247-5890 cberry@coab.us Docum ents are available for download at: http://www.coab.us/bids Responses Due Sealed proposals will be received b y the Director of Human Resources , City Hall, 800 Seminole Road, Atlantic Beach, Florida, 32233 until 3:00 p.m. on February 24, 2016. It is the bidder’s responsibility to assure that your proposal is delivered at the proper tim e to the Human Resources Office. Proposals, which for any reason are not so delivered, will not be considered. All proposals received after the date and tim e specified will not be accepted. At 4 p.m. on Wednesday, February 24, 2016 all proposals will be publicly opened and acknowledged in Commission Chambers, 800 Seminole Road, Atlantic Beach, Florida 32233. Pursuant to Florida Statute 119.071 (1)(b)1.a., sealed bids or proposals received by an agency pursuant to invitations to bid or requests for proposals are exem pt from s. 119.07(1) and s. 24(a), Art. I of the State Constitution until such tim e as the agenc y provides notice of a decision or intended decision pursu ant to s. 120.57(3)(a) or within 10 da ys after bid or proposal opening, whichever is earlier. Preparation of Proposals Proposals shall be m ade according to the template furnished b y the Cit y, unless otherwise requested within the specification. Subm it one (1) original clearly m ark ed on the outside of the envelope – “ORIGIN AL” and (6) copies, clearly marked on their envelopes – “COPY”. See Proposal Format on Page 11. Proposals shall be signed in ink with the nam e of the bidder t yped below the signature. W he re the bidder is a corporation, limited partnership, lim ited liabilit y com pany, or other entit y other than an individual, proposals m ust be signed by an authorized representative of the entity in ink, in longhand (with the t yped or printed nam e of the sign er, as signed, below the signature) with the legal nam e of the entity followed by the nam e of the entit y’s state of incorporation or registration and the legal signature of an officer authorized to bind the entity to a contract. A bidder m ay be requested to present evidence of his, her, or its experience and qualifications and the entit y’s financial abilit y to carr y out the term s of the contract. Proposal Submittal Proposals shall be subm itted directly to the Director of Human Resources in Cit y Hall, in an opaque, sealed envelope or box. Identif y the package with the following inform ation: PROPOSAL NAME PROPOSAL NUMBER PLACE AND TIME OF PUBLIC OPENING NAME OF COMPANY/INDIVIDUAL SUBMITTING PROPOSAL Submit proposal in accordance with the instructions listed herein regarding tim e, place and date required. Responses received after the tim e requirem ent will NOT be opened and will NOT be considered for award. It is the sole responsibilit y of the respondent to be sure his/her response is delivered directl y to the Human Resources Director’s office by the 3 | Page City of Atlantic Beach RFP #1 6 -02 required tim e and date, and that the response is properl y sealed and labeled as required. The City will not be responsible for any proposal delivered incorrectly or to the wrong address or location. 4 | Page City of Atlantic Beach RFP #1 6 -02 Tentative Calendar of Events* 1 RFP Issue Date January 26, 2016 2 Responses Due to HR Director February 24, 2016 by 3:00 3 Public Opening of Bids – Commission Chambers February 24, 2016 at 4:00 4 Commission Meeting – Short Presentations, Evaluation and Ranking February 29, 2016 at 6:00 5 Commission Meeting - Oral Presentations and Final Rank ing March 7, 2016 at 6:00 * All times, dates and actions are subject to change. All meetin gs are publicly posted and open to the public under the Sunshine Law . Basis of Bids/Proposals The words “BID” and “PROPOSAL” shall be interpreted to have the sam e meaning for purposes of these specifications, terms and conditions. Bidder will include all cost items; failure to com ply m ay be cause for rejection. No segregated bids or proposals, or assignm ents will be considered. It is the intent of the Cit y to prom ote com petitive bidding. It shall be the responsibility of the bidder to advise the Human Resources Manager of an y language, requirem ents, etc. or an y com bination thereof, which the bidder feels m ay inadvertentl y restrict or lim it the requirem ents stated in the specifications to a single vendor or m anufacturer. Such notification m ust be m ade in writing at least 6 working da ys prior to opening date and tim e of the bid/proposal. Bid Prices The proposer warrants by virtue of bidding that the prices, term s and conditions quoted in this bid will be firm for a period of ninety (90) da ys from the date of the public opening unless otherwise specified by the proposer, and shall not be amended after the date and tim e of the public opening. An y attem pt by a successful proposer to am end said prices except as other wise provided herein shall constitute a default. Contract Aw ard The City reserves the right to award one (1) contract to the most qualified CITY ATTORNEY/FIRM, as determined by the Commission. Modifications and Withdraw als Proposals cannot be m odified after subm itted to the City. Proposers m ay withdraw proposals at an y tim e before the proposal public opening. HOW EVER – NO PROPOSAL MAY BE W ITHDRAW N OR MODIFIED AFTER THE PROPOSAL PUBLIC OPENING. Disqualifications The City of Atlantic Beach reserves the right to disqualif y bids/proposals, before or after opening, upon evidence of collusion with intent to defraud or other illegal practice upon the part of the bidder. (See Non-Collusion Affidavit form ) Bidder also warrants that no one was paid or prom ised a fee, commission, gift or an y other consideration contingent upon receipt of an award for the services or product(s) and/or supplies specified herein. Drug-Free Workplace The City of Atlantic Beach is a Drug Free Workplace. It is strongly suggested that the attached Drug Free Workplace Form be signed and returned to this office with the proposal if a Drug-Free Workplace program is in place. Public Entity Crimes Statement Pursuant to Subsections 287.133(2) and (3), F.S., “a person or affiliate who has been placed on the convicted vendor list following a conviction for a 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, proposals, or replies on leases of real property to a 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 of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list.” 5 | Page City of Atlantic Beach RFP #1 6 -02 Anti-Collusion Requirement Under no circumstances shall any prospective proposer, or any person or persons acting for or on behalf of any said prospective proposer, seek to influence or gain the support of any member of the City Commission or the City Staff favorable to the interest of any prospective proposer or seek to influence or gain the support o f any member of the City Commission or City Staff against the interest of any prospective proposer. Any such activities shall result in the exclusion of the prospective proposer from consideration by the City. Minority and Women Owned Business Enterprise (M/WBE) M/WBEs are encouraged to participate in the proposal process. Regulations Violation of any local, state or federal law in the performance of this Agreement shall constitute a material breach of this Contract. Agreement The resulting AGREEMENT or CONTRACT, which shall include these General and Specia l Conditions and all Am endm ents or Addenda issued b y the City, contains all the term s and conditions agreed upon by all parties. No other agreem ents, oral or other wise, regarding the subject matter of this AGREEMENT/CONTRACT shall be deemed to exist or to bind either party hereto. All proposed changes m ust be subm itted to the Cit y in writing, and approved b y the City in writing prior to taking effect. Use of Other Contracts The City of Atlantic Bea ch reserves the right to utilize other legal service providers, if in the best interest of the City. Termination/Cancellation of Contract The City reserves the right to cancel the contract without cause with a m inim um thirty (30) da ys written notice . Upon such term ination for convenience, successful bidder shall be entitled to pa ym ent, in accordance with the paym ent provisions, for services rendered up to the term ination date and the City shall have no other obligations to successful bidder. Successful bidder shall be obligated to continue performance of contract services, in accordance with this contract, until the term ination date and shall have no further obligation to perform services after the term ination date. Termination or cancellation of the contract will not relieve the bidder of any obligations or liabilities resulting from any acts committed b y the bidder prior to the term ination of the contract. Reserved Rights The City reserves the right to accept or reject any/or all submissions, to accept all or any part of the submission, to waive irregularities and technicalities, and to request resubmission, if it is deemed in the best interest of the City. The City, in its sole discretion, may expand the scope of work to include additional requir ements. The City reserves the right to investigate, as it deems necessary, to determine the ability of any Proposer to perform the work or services requested. The Proposer upon request shall provide information the City deems necessary in order to make a determination. Amendment The awarded CITY ATTORNEY - FIRM understands and agrees the contract constitutes the sole and complete understanding between the parties and supersedes all agreements between them, whether oral or written with respect to the subject matter. No amendment, change, or addendum to this Contract is enforceable unless agreed to in writing by both parties and incorporated into this Contract. The City Commission may agree to amendments that do not increase compensation to awarded Proposer. The City Commission shall approve all increases in compensation under this Contract. Assignment The awarded CITY ATTORNEY - FIRM shall not assign any interest in this Contract and shall not transfer any interest in same (whether by assignment or novatio n) without prior written consent of the City Commission except that claims for the money due or to become due the awarded Proposer from the City under this Contract may be assigned to a financial 6 | Page City of Atlantic Beach RFP #1 6 -02 institution or to a trustee in bankruptcy without such appro val from the City. Notice of such transfer or assignment due to bankruptcy shall be promptly given to the City. Laws & Regulations The successful bidder at all tim es shall be fam iliar with and observe and com ply w ith all Federal, State, Local, and Municipal laws, codes, ordinances, rules and regulations which in an y m anner m ay appl y and those which may be enacted later, or bodies or tribunals having jurisdiction or authorit y over the work and shall indem nif y and sa ve harm less the City of Atlantic Beach against an y claim s or liability arising from , or based on, the violation of any such law, ordinance, rule, code, regulation, order, patent infringements or decrees. In the event an y situation is brought to m ediation or a court of law, the venue shall be the Count y of Duval, in the State of Florida, where all laws, regulations, ordinances, codes, and rules shall be used in the adjudication. Communications To ensure fair consideration for all prospective bidders throughout the duration of the form al solicitation process, th e City of Atlantic Beach prohibits communication, whether direct or indirect, regarding the subject m atter of the bid or the specifications b y any m eans whatsoever (whether oral or written), with any City em ployee, elected official, selection committee m ember, or representative of the City of Atlantic Beach , from the issuance of the specifications until the Commission m ak es the award. Comm unications initiated b y a bidder m ay be grounds for disqualif ying the offending bidder from consideration for award of the bid or an y future bid. The sole exception to the f oregoing rule is that a n y questions relative to interpretation of specifications or the RFP process shall be addressed to the Human Resources Department, in writing, via fax (904-242-3498) or em ail (cberry@coab.us). No questions will be answered 6 or fewer business da ys from the date and tim e of the public opening. Addenda W hen questions arise that may affect the bid/proposal, the answers wi ll be distributed in the form of an Addendum , which will be posted on the City’s web site. It is the sole responsibility of the bidder to check the current solicitations web page at http://www.coab.us/ for an y addenda. The City will post addenda to this web page only, and will not issue written notification. All addenda must be acknow ledged on the Signature Sheet to be considered responsive. Failure to acknowledge all addenda may result in the disqualification of the bid response. Proprietary Information In accordance with Chapter 119 of the Florida Statutes (Public Records Law), and except as m ay be provided by other applicable State or Federal Law, all proposers should be aware that Request for Proposals or Invitation for Bids and the responses thereto are in the public dom ain. Compliance Venue for any court proceedings arising out of or related to this bid or any resulting contract shall be in a court of competent jurisdiction in Duval County, Florida. Equal Opportunity Employment The contractor agrees that it will not discrim inate against any em ployee or applicant for em ploym ent for work under this Agreem ent because of race, color, religion, sex, age, disabilit y, national origin, gender identity, sexual orientation or any other non-merit factor and will tak e steps to ensure that applicants are em ployed, and em plo yees are treated during employm ent without regard to such factors. This provision will include, but not be lim ited to the following: em ploym ent; upgrading; dem otion or transfer; recruitm ent advertising; la yoff or term ination; rates of pay, or other form s of com pensation; and selection for training, including apprenticeship. Each em ployee of the contractor shall be a citizen of the United States or an alien who has been lawfull y adm itted for perm anent residence as evidenced b y an Alien Registration Receipt Card. The contractor agrees not to em ploy an y person undergoing sentence of im prisonm ent except as provided b y Public Law 89-176, Septem ber 10, 1965 (or m ost recent) (18 USC 4082)(c)(2). 7 | Page City of Atlantic Beach RFP #1 6 -02 Fair Labor Standards Act Contractor is required to pay all em ployees not less than the Federal m inimum wage and to abide b y other requirem ents as established b y the Congress of the United States in the Fair Labor Standards Act, as am ended from tim e to tim e. Unauthorized Aliens The City shall consider the em ploym ent b y any Contractor of unauthorized aliens as a violation of section 274A(e) of the Immigration and Nationalization Act, as am ended. Such violation shall be cause for u nilateral cancellation of this contract. Disclaimer of Liability The City will not hold harm less or indem nify any respondent for any liabilit y whatsoever. Sovereign Immunity Reserved The City reserves and does not waive an y and all defenses provided to it b y the laws of the State of Florida or other applicable law, and specifically reserves and does not waive the defense of sovereign imm unity. 8 | Page City of Atlantic Beach RFP #1 6 -02 SECTION II SCOPE OF SERVICES, MINIMUM REQUIREMENTS AND QUALIFICATIONS Introduction The City of Atlantic Beach , Florida, is soliciting proposals from experienced and well-qualified firm s or individuals from Duval, Nassau, Clay, Baker or St. Johns County to serve as Cit y Attorne y on behalf of the City of Atlantic Beach , its elected officials, departm ent heads, and em ployees, in all areas of m unicipal law. The City Charter of the City of Atlantic Beach , Florida, provides as follows: Article V: City attorney Sec. 31. Appointment and qualifications: The city commission shall appoint a city attorney who shall be an attorney with at least five years of experience in the practice of general, civil or municipal law, admitted in and having authority to practice in all courts of this state, an d who shall be compensated at a rate set by the city commission. Sec. 32. Powers and duties: The duties of the city attorney shall include: (1) Acting as the legal advisor to, and attorney and counselor for, the city and its officers in matters relating to their official duties; and (2) Preparing in writing, all contracts, bonds and other instruments in which the city is concerned and giving an endorsement of approval as to form and correctness; and (3) Prosecuting and defending for and on behalf of the city, all civil complaints, suits and controversies in which the city is a party; and (4) Furnishing opinions on questions of law relating to the powers and duties of city officers; and (5) Performing such other duties as may be required by ordinance or resolution of the city commission. The City Attorne y is appointed b y and serves at the pleasure of the Cit y Comm ission. The City of Atlantic Beach is a Commission/Manager form of governm ent. A general description of the City, its departm ents, and form of governm ent is attached hereto as Exhibit "A". The firm or attorney selected m ust be experienced in representing cities, counties, special districts or other local governm ental agencies in the State of Florida. The attorney s hou ld be fam iliar with all areas of m unicipal law. Preference will be given to a firm or individual with the abilit y to provide com prehensive legal services under a single agreem ent. The firm or attorney's engagement will be at will and m ay be term inated by the Cit y Commission at the Cit y Comm ission's discretion. The City will not be liable for any cost incurred b y proposers in replying to this Request for Proposal, or if interviewed, presentation costs. To avoid real or perceived conflicts of interest, the firm or attorney selected may not represent an employee of the City, or immediate family members, in any matters not related to this agreement. 9 | Page City of Atlantic Beach RFP #1 6 -02 Scope of Services 1. To perform the duties and responsibilities pursuant to the Charter of the City of Atlantic Beach and the general laws of the State of Florida. 2. Advi se, research, assist and render written opinion to the City on a wide variety of legal areas including but not limited to: general municipal law, labor law, general, state and federal laws relating to municipal government, intergovernmental relations and rules and regulations. 3. Leg al advisor and counselor for all departments and all of its officers in matters relating to their official duties. 4. Prep are, review, or advise on all contracts, bonds, and all other legal and official instruments in which the Municipality is concerned and shall endorse on each his approval of the form and correctness. 5. Revi ew all agenda items. 6. Advi se, research and assist the City on a wide variety of legal areas including but not limited to: grants, budgets, bonds, user fees, impact fees, franchise fees, property taxes, special assessments, public disclo sure issues, and laws against discrimination. 7. Advi se, research and assist the City on a wide variety of legal areas including but not limited to: with the preparation of ordinance, resolution development and interpretation, housing, subdivision and land us e law, comprehensive planning, zoning regulations and property rights, eminent domain, economic development activities, public utilities, code enforcement, building codes, real estate law, annexations. 8. Advi se, research and assist the City on a wide variety of legal areas including but not limited to: contract law, environmental law, franchise law, municipal leases, purchasing and procurement. 9. Advi se, research and assist the City on a wide variety of legal areas including but not limited to: personnel matter s including collective bargaining, union negotiations, arbitration, employee grievances, including advice on the creation of policies and procedures. 10. Advi se, research and assist the City on a wide variety of legal areas including but not limited to: crimin al prosecution, litigation and trial activity, tort law and proactive methods to avoid litigation. 11. Shal l attend and participate in all Code Enforcement Board meetings. 12. Pros ecute and defend on behalf of the City all complaints, suits and controversies in wh ich the City is a party except where the City’s defense is provided either by contract or law by a third party. 13. Furn ish the City Commission, the City Manager and the head of any department, his opinion on any question of law relating to any matter concerning their respective power and duties. 14. Advi se the City Commission as to their compliance or non-compliance with the provisions of the Charter and Florida Statutes. 15. Atte nd all meetings of the City Commission, either in person or by his duly designated repres entative to supply those legal services as may be needed during the meeting. 16. Prov ide Counsel and legal services for City boards, task forces and committees duly authorized by City Commission. 17. Assi st the City in preparation, drafting, revisions of codes, ordinances, resolutions, amendments, leases, policy and procedural manuals, and other documents at the request of the City Commission and/or City Manager. 18. Assi st, revise, review and/or advise with acquisition requirements with appropriate departments, evalua te any special legal or cost problems, develop acquisition timetables, make preliminary cost estimates and obtain or 10 | Page City of Atlantic Beach RFP #1 6 -02 develop proper legal descriptions of real estate transactions. Prepare documents necessary for routine land purchases and/or sales. All such transactions shall be deemed to be routine unless the Attorney contacts the City in advance and obtains the City’s approval that the transaction contemplated is non-routine. 19. Sub mit, as part of the annual budget process, anticipated expenditures, and re venues. 20. Prov ide monthly report to City Manager summarizing legal services activities , if requested. 21. Prov ide all required documentation to the external auditor as part of annual audit. 22. Coo rdinate and supervise specialized legal services provided by outside counsel. 23. Keep the City Commission, City Manager, and City Clerk informed of legislation or judicial opinions that have potential impact to the City. 24. Meet with City Manager and/or designee on an as needed basis to provide for the operational necessi ty of the City. 25. Assist in preparation, drafting, revisions of contracts, amendments to the contracts and other legal documents at the request of the commission and/or City Manager. 26. Advise City Commission, City Manager and City Clerk at least once a year on Sunshine Law and public records law, home rule, legislative and quasi-judicial bodies; and all other areas of municipal law, legislative and judicial opinions that could potentially impact the City. 27. Perform any other duties as assigned by the City Charter, or as directed by the City Commission. Minimum Requirements And Qualifications Please see requirements outlined in the Charter and listed above. Negotiations The City reserves the right to negotiate the fee proposal, terms, and conditions in this contract. Insurance Requirem ents A. The City Attorne y-firm shall procure and m aintain, at its sole expense during the life of t he engagem ent, insurance of the types and the m inim um am ounts stated below. Professional Liability or malpractice or errors & omissions insurance shall be purchased and maintained with a minimum of $1,000,000 per occurrence for this Agreement with a $2,000,000 policy term general aggregate. Occurrence Form is required. Any and all deductibles to the above-referenced policies are to be the responsibility of the CITY ATTORNEY-FIRM. The CITY ATTORNEY-FIRM’s insurance is considered primary for any loss, regardless of any insurance maintained by the City. The CITY ATTORNEY-FIRM is responsible for all insurance policy premiums, deductibles, SIR (self-insured retentions) or any loss or portion of any loss that is not covered by any available insurance policy. B. Such insurance shall be written by a com pany or companies licensed to do business in the State of Florida and satisfactor y to the City Comm ission. Prior to comm encing an y work under the engagem ent letter, certificates evidencing the m aintenance of said insurance shall be furnished to and approved by the City. C. The insurance shall provide that no m aterial alteration or cancellation, including non-renewal, shall be effective until thirty (30) days after receipt of written notice b y the Cit y; provided, however, that for the professional liability insurance, in lieu of the foregoing requirem ent, the Cit y in its sole discretion, m ay agree to accept notice of such material alteration or cancellation from the Cit y Attorney. Liability of City Attorney-Firm 11 | Page City of Atlantic Beach RFP #1 6 -02 The CITY ATTORNEY - FIRM shall indemnify and hold harmless the City, its Commissioners, officers and employees, from all liabilities, damages, losses and costs (including, but not limited to, reasonable attorneys' fees and court costs, whether such fees and costs are incurred in negotiations, at the trial level or on appeal, or in the collection of attorneys' fees), to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CITY ATTORNEY - FIRM, or CITY ATTORNEY - FIRM’s officers, employees, agents, and other persons employed or utilized by the CITY ATTORNEY - FIRM in the performance of, or the failure to perform, the Agreement. In the event of a claim, the City shall promptly notify the CITY ATTORNEY - FIRM in writing by prepaid certified mail (return receipt requested) or by delivery through any nationally recognized courier service (such as Federal Express or UPS), which provides evidence of delivery, at the address provided for receipt of notices in this Agreement. Such notification may also be provided by fax transmission to the following fax number: FAX: 904-242-3498 The City shall provide all available information and assistance that the CITY ATTORNEY - FIRM may reasonably require regarding any claim. This agreement for indemnification shall survive termination or completion of the Agreement. Nothing in this Agreement shall be deemed to affect the rights, privileges and immunities of the City as set forth in Florida Statute § 768.28. 12 | Page City of Atlantic Beach RFP #1 6 -02 SECTION III PROPOS AL FORM AT: Proposers m ust respond in the form at delineated below. All responses, and copies, are to be subm itted on 8 ½ x 11 inch paper, bound individuall y. An electronic file (CD or flash drive) of your proposal is to be included in the proposal marked “original”. Such electronic file shall be in Microsoft Word, Excel, Power Point or pdf – the most recent software versio n. Each directive listed will require an individual index tab in your response package to indicate the inform ation as requested is listed behind its specific tab. An y other inform ation pertinent to the headings as listed herein m ay be add ed to the end of each section. However, required inform ation m ust be listed first in each section. If further m aterials are necessary to com plete your response and are not noted under an y of the headings listed below, add a T AB —X tab to the end of your response with proper index as to the subject m atter contained therein. An y Addenda are to be acknowledged on the Signature Sheet. Failure to subm it this information will render your proposal non -responsive. Each Section is to be preceded with a T ab delineating the inform ation after the Tab. Tab 1. Title Page/Cover Letter/Table of Contents Title Page shall show the request for proposal's subject, title and proposal number; the firm 's nam e; the nam e, address and telephone number of a contact person; and the date of the proposal. The response shall contain a cover letter signed b y a person who is authorized to commit the Proposer to perform the work included in the proposal, and should identify all m aterials and enclosures being forwarded in response to the R FP. The Table of Contents shall provide listing of all m ajor topics, their associated section num ber, and starting page. This section shall also include: Nam e of attorney and law firm ; date firm established; locations of all offices and dates established. Tab 2. Experience of the law firm Identif y whether attorney is certified in cit y, count y, and local governm ent law, the attorne y’s professional ratings and/or recognition in the legal comm unity for professional achievem ent (e.g. Martindale-Hubbell ratings); recognition or extraordinary participation in Florida Bar, Federal Bar, Am erican Bar Association, local bar associations or professional practices committees, or ratings b y other nationally recognized s ystem s. Provide detail on the attorney’s law firm ’s dem onstrated experience in representation of cities, counties, special districts, and other governm ental entities and the relationship between the attorney and law firm and the identified entity, including: Past record of perform ance for entities described in above paragraph; Experience in preparation and drafting or ordinances and advising governm ental entities on revision of ordinances, codes or charter issues; Attendance at governm ental board m eetings or City Comm ission m e etings; Knowledge of public finance; Knowledge and practice in the area of land use, zoning, real propert y, and comm unity developm ent issues, including growth managem ent and com prehensive plan am endm ents; Knowledge and practice in the area of public works issues, including utilities and utilit y franchise agreem ents; Representation of entities in litigation; Experience or practice in advising entities on Florida Sunshine and public records law, and practice and procedures before local governm ent, legislative, and quasi-judicial bodies; Location and availabilit y to Cit y staff; Depth of firm and abilit y to provide com prehensive services; Knowledge of Code Enforcement proceedings. Knowledge of and experience in grant submission review. List all judgm ents or lawsuits against each attorne y or your law firm in the last five (5) years, including the nature of the lawsuit and the resolution thereof. List all lobb yists em ployed by your firm and the areas in which they lobb y. 13 | Page City of Atlantic Beach RFP #1 6 -02 Tab 3 Experience of Attorneys Nam e and biographical sketch of the attorne y who will be assigned as City Attorney for the Cit y of Atlantic Beach . Also provide the nam es and resum es of other attorne ys who will assist and attend an y of the Cit y Commission or other m eetings, to include the following: 1. W hether a m em ber in good standing of the Florida Bar, and if so, the date of adm ission; 2. If a m em ber in good standing of other bars, identif y state and date of adm ission; 3. The area of practice concentration relative to the area of service required b y the Cit y, including experience in municipal law; 4. State as to each attorney whether such attorne y is certified in cit y, county, and local governm ent law b y the Florida Bar; 5. State as to each attorney whether such attorne y is rated by an y national rating service and the rating of each attorne y. Identif y one attorney to ser ve as City Attorney at each City Commission m ee ting and other Boards as m ay be requested or scheduled. Identif y the attorney, if applicable, that would serve as the Cit y’s labor attorne y under your proposal. Provide inform ation as to each of the individual attorney's experience and the firm 's experience in representing local governm ental entities. That is, identif y all current (and for the past five (5) yea rs) m unicipal, count y, or other governm ental agencies for which your firm and each attorne y who will be assigned to the Cit y of Atlantic Beach have provided legal counsel or advice and the relationship between the law firm and/or each individual attorne y and the identified entit y. Describe what services of the City Attorne y, as enum erated on pages 7-8, are perform ed by you or your firm for other represented public entities. Tab 4. Fee Proposal The firm or attorney shall subm it a proposal for com pensation, which should include, but is not lim ited to, an hourly rate option, a m onthly retainer fee option, or a com bination of these options. Unless strictly a monthly retainer, the hourl y rate option is m andator y. The fee schedule shall include the following inform ation: A. The hourl y rates for the city attorney, assistant cit y attorne ys, senior attorneys and ever y other attorney, paralegal or staff m ember (if any) anticipated to provide service to the Cit y. The cit y att orne y, assistant city attorneys and senior attorneys m ust be identified by nam e. Include labor attorne y, if applicable. B. The rates for reim bursable and/or out-of-pocket expenses, including, but n ot lim ited to, word processing, photocop ying, faxing, etc. C. T he proposed rates for all other fee proposals or arrangem ents outside the standard hourly rates, if proposed b y you or your law firm . D. Propose a provision for rate increases in future years. Tab 5. References You may provide references of m unicipal or sim ilar governm ental entities the attorney or firm presently represents or has represented in the past three (3) years. For each reference provide: (i) nam e of entity; (ii) contact person; (iii) addres s and telephone num ber for reference; and (iv) dates of representation. 14 | Page City of Atlantic Beach RFP #1 6 -02 Tab 6. Required Forms Include fully executed Documents Required Checklist, Signature Sheet, Drug Free Workplace Form, Public Entity Crimes Statement, Non -Collusion Affidavit of Prime Respondent, Completed Form W-9 and New Vendor Information Form. In addition, an y prospective Cit y Attorney and law firm m ust m ake an affirm ative statem ent to the effect that, to its k nowledge, the appointm ent as Cit y Attorney will not result in a conflict of interest with respect to current or anticipated clients of the law firm . If a conflict is deemed to possibly exist, the prospective Cit y Attorney or law firm shall state the nature of such conflict, and a proposal to resolve the sam e prior to appointm ent as City Attorne y. Tab X. M iscellaneous 15 | Page City of Atlantic Beach RFP #1 6 -02 SECTION IV EVALU ATION PROCEDURE: All proposals will be subject to a review and evaluation process. It is the intent of the Cit y that all Attorney-Firms responding to this RFP who m eet the requirem ents will be evaluated in acc ordance with the criteria established in these docum ents. The City will consider all responsive and responsible proposals received in its evaluation and award process. Selection Process The proposals are due February 24, 2016 by 3:00 p.m., and will be opened and evaluated by the Director of Human Resources for full compliance with the RFP instructions and t he terms and conditions set forth within the RFP docum ent. The Director of Human Resources will e-mail a copy of the qualified proposals to each of the Commissioners that same date and will notify the disqualified proposers. All of those who submit a qualified proposal will have the opportunity to speak to the Commission for 15 minutes on Thursday evening, February 25, 2016 at 6:00 p.m. in Chambers. The Commission will then evaluate and rank the proposals. The Commission, or its designee, will conduct reference checks. The top candidates will be invited back to make a full presentation (30 minutes plus Q & A) on Tuesday, March 8, 2016 at 6:00 p.m. in Chambers. Oral presentations will provide an opportunit y for the proposers to demonstrate their abilit y to use time efficiently, effectively and econom ically. T he tim es allotted are maximums and no firm will be penalized for using less than the allotted time. T he Commission will evaluate the finalists and make a selection. The objective of the evaluation will be to recomm end the firm that is the most fully qualified based upon the herein described needs of the City. The Cit y Commission’s decision will be final. The City shall not be liable for any costs incurred by the proposer in connection with such interview or presentation. After the Cit y Commission has established the final ranking, negotiations with the first ranked Attorney-Firm will be initiated by the City Manager or his designee. If those negotiations are unsuccessful, the Commission will then open negotiations with the next ranked Attorney-Firm. Upon successful execution of a contract, the remaining f irms will be notified that the process has been completed and that they were not selected. Prospective bidders are prohibited from contacting any member of the Commission or City Staff (except the Director of Human Resources for clarification purposes only ) at an y time during the bid process, to discuss any aspect of the bid process, up to the time of contract award. An y attempted contact may be grounds for disqualification. Tentative Calendar of Events* 1 RFP Issue Date January 26, 2016 2 Responses Due to HR Director February 24, 2016 by 3:00 3 Public Opening of Bids – Commission Chambers February 24, 2016 at 4:00 4 Commission Meeting – Short Presentations, Evaluation and Ranking February 25, 2016 at 6:00 5 Commission Meeting - Oral Presentations, Q & A and Final Selection March 8, 2016 at 6:00 * All times, dates and actions are subject to change. All meetin gs are publicly posted and open to the public under the Sunshine Law . 16 | Page City of Atlantic Beach RFP #1 6 -02 CITY OF ATLANTIC BEACH Request for Proposals Attorney Services RFP #16-02 DOCUMENT REQUIREMENTS CHECKLIST ALL REQUIRED DOCUMENTS, AS LISTED BELOW, MUST BE INCLUDED WITHIN YOUR PROPOSAL PACKAGE. ONE (1) ORIGINAL AND SIX (6) COPIES, PLUS AN ELECTRONIC FILE (CD OR FLASH DRIVE) WITH ALL REQUIRED DOCUMENTS SHOULD BE SENT TO THE CITY AND SHOULD BE IN THE SAME ORDER AS LISTED BELOW. Proposals, and ALL required documents, submitted as complete packages (one original and six copies plus one digital copy) to include the following under Tab 6, Required forms:  Signed copy of the Document Requirements Checklist  Signature Sheet acknowledging addendums  Drug Free Workplace, if appropriate  Public Entity Crimes Statement  Non-Collusion Affidavit of Prime Respondent  Completed Form W-9 Request for Taxpayer Identification Number and Certification (form may be obtained from the IRS website https://www.irs.gov/pub/irs-pdf/fw9.pdf .  New Vendor Information Form The above requirements have been noted and are understood by bidder. I understand that failure to submit an item listed above may result in rejection of this bid. SIGNATURE: PRINT: COMPANY: ADDRESS: PHONE: FAX: E-MAIL: DATE: 17 | Page City of Atlantic Beach RFP #1 6 -02 City Attorney Services RFP-16-02 SIGNATURE SHEET Proposer: Firm: Address: Telephone Number: ADDENDUM ACKNOWLEDGEMENT The proposer shall acknowledge obtaining all addenda issued to this formal solicitation from the City’s web site by completing the blocks below. Failure t o acknowledge all addenda may be cause for rejection of the bid response. Addend um No. Date Issued: Addend um No. Date Issued: Addend um No. Date Issued: Addend um No. Date Issued: AUTHORIZED SIGNAT URE: TITLE: (print/type nam e as signed above): DATE: 18 | Page City of Atlantic Beach RFP #1 6 -02 DRUG-FREE WORKPLACE CERTIFICATION Section 287.087, Florida Statues, effective January 1, 1991, specifies that preference must be given to vendors submitting a certification with their bid/proposal certifying they have a drug-free workplace. This requirement affects all public entities of the State and is as follows: IDENTICAL TIE BIDS - Preference shall be given to business with drug-free workplace programs. Whenever two or more bids which are equal with respect to price, quality and service are received by the State or by any political subdivision for the procurement of commodities or contractual services, a bid received from a business that certifies that it has implemented a drug-free workplace program. In order to have a drug-free workplace program, a business shall: 1) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2) Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3) Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4) In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurrence in the workplace no later than five (5) days after such conviction. 5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, by any employee who is so convicted. 6) Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. AS THE PERSON AUTHORIZED TO SIGN THE STATEMENT, I CERTIFY THAT THIS FIRM COMPLIES FULLY WITH THE ABOVE REQUIREMENTS. ______________________________________ _____________________________ VENDOR’S SIGNATURE DATE 19 | Page City of Atlantic Beach RFP #1 6 -02 PUBLIC ENTITY CRIMES SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(A), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES. THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submitted to the City of Atlantic Beach by _____________________________________________________________________ (print individual’s name and title) for _____________________________________________________________________ (print name of entity submitting sworn statement) whose business address is __________________________________________________ _______________________________________________________________________ and (if applicable) its Federal Employer Identification Number (FEIN) is ____________ 2. I understand that a “public entity crime” as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that “convicted” or “conviction” as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury tr ial, or entry of a plea of guilty or nolo contendere. 4. I understand that an “affiliate” as defined in Paragraph 287.133(1)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of a public entity crime; or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term “affiliate” includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm’s length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a “person” as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term “person” includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. (Indicate which statement applies.) _____Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent of July 1, 1989. 20 | Page City of Atlantic Beach RFP #1 6 -02 _____The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. _____The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attach a copy of the final order) I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. _____________________________ (signature) _____________________________ (date) STATE OF ___________________________ COUNTY OF _________________________ PERSONALLY APPEARED BEFORE ME, the undersigned authority, _________________________________ who, after first being sworn by me, affixed (name of individual signing) his/her signature in the space provided above on this _____ day of ________, 20_____. ________________________________________________ NOTARY PUBLIC My commission expires: NON-COLLUSION AFFID AVIT OF PRIME RES PONDENT STATE OF ) COUNTY OF ) , being duly sworn, deposes and says that: (1) He/she is of __________________________________ , Title Firm/Company the respondent that has submitted the attached response. (2) He/she is fully informed respecting the preparation and contents of the attached solicitation and of all pertinent circumstances respecting such solicitation. (3) Such solicitation is genuine and is not a collusive or sham solicitation. (4) Neither the said respondent nor any of its off icers, partners, owners, agent representatives, employees or parties in interest including this affiant, has in any way, colluded, conspired, or agreed, directly or indirectly, with any other respondent, f irm or person, to submit a collusive or sham response in connection with the Agreement for which the attached response has been submitted or to refrain from bidding in connection with such Agreement, or has in any manner, directly or indirectly, sought by Agreement or collusion or communication or conference with any other responder, firm or person to fix the price or prices in the attached solicitation or of any other respondent, or to fix any overhead, prof it or cost element of the proposed price or the proposed price of any other responder, or to secure through any collusion, conspiracy, connivance or unlawful Agreement any advantage against the City of Atlantic Beach, Florida, or any person interested in the proposed Agreement. (5) The price or prices quoted in the attached response are fair and proper and are not tainted by any collusion, conspiracy, or unlawful Agreement on the part of the proposer or any of its agents, representatives, owners, employees, or parties of interest, including affiant. (Signed) The foregoing instrument was acknowledged before me this _____ day of __________, 2016, by , who is personally known to me or who has produced as identification and who did /did not take an oath. NOTARY PUBLIC CITY OF ATLANTIC BEACH 800 SEMINOLE ROAD ATLANTIC BEACH, FLORIDA 32233-5445 TELEPHONE (904) 247-5880 FAX: (904) 247-5819 WWW.COAB.US New Vendor Information Request Form Please complete and return with all other bid documents Vendor Name (as it should appear on Purchase Orders and Check Payments) Remit To Address Physical Address (if different from remittance) Company Phone: Company Fax: Company Website: Point Of Contact Information: Name: E-Mail Address: Phone: Fax: Should Purchase Orders be faxed or e-mailed? Provide correct information for either choice. EXHIBIT A Atlantic Beach was a small seaside community around 1900 when Henry Flagler, builder of the Florida East Coast Railway, built the Mayport branch of the railway and erected a station just north of the former Atlantic Beach City Hall (now Adele Grage Cultural Center). In 1913, the railroad sold most of the land to the Atlantic Beach Corporation, which began paving streets, installing lights and water and sewer lines. However, during World War I, people were afraid to come to the coast and the Atlantic Beach Corporation went into bankruptcy. After the war, land began to sell again and the settlement began to grow. The Town of Atlantic Beach was incorporated in 1926 and the Governor appointed Harcourt Bull, Sr. as the first mayor. The first Charter was adopted in 1929 and in addition to the Charter officials, the town had one employee. The town continued to grow and by 1940 there were 38 employees and a taxable value, after homestead exemptions, of $1 million. A new Charter was adopted in 1957 making Atlantic Beach a city. The City boundaries were extended in 1987 by annexation of the Seminole Beach area to the north and again in 1996 by extending the waterway to the Intracoastal Waterway. The city is approximately four square miles in area and has almost two miles of ocean beach and just under 500 acres of park lands. Much of the development in the city has been residential, and is nearing build-out with less than 10% of the incorporated land are being undeveloped. There are currently approximately 14,000 residents. The City has a commission-manager form of government with four commissioners and a mayor/commissioner, elected on a non-partisan basis, serving staggered four-year terms. The Commission is the legislative authority and is responsible for setting policies, adopting an annual budget and appointing boards and committees. Regularly scheduled meetings of the city commission are held on the second and fourth Mondays of the month. The City Manager is the Chief Administrative Officer of the city, appointed by the Commission. The City Attorney and City Clerk are also appointed by the Commission. The City has eight department heads: Public Safety, Finance, Building and Zoning, Human Resources, Public Works, Public Utilities, Information Technology and Recreation and Community Events. Fire and Emergency Services are provided by the City of Jacksonville. The City of Atlantic Beach has approximately 115 full-time employees with two collective bargaining units. EXHIBIT B DRAFT CONTRACT FOR LEGAL SERVICES THIS CONTRACT FOR LEGAL SERVICES, hereinafter referred to as the "Agreement," is made and entered to be effective this ____ day of _____________, 2016, by and between the City of Atlantic Beach, Florida, hereinafter referred to as the "City" and the firm of ____________________________________, hereinafter referred to as the "Firm." Recitals A. The City is a political subdivision of the State of Florida, and maintains its principal place of operations at the City of Atlantic Beach City Hall, 800 Seminole Road, Atlantic Beach, Florida 32233. B. The Firm is a ________________________________ (type of organization) organized and existing under the laws of the State of Florida, and has its principal place of business and office at ___________________________, Florida_______ (zip). C. The Firm was the successful responder to RFP #16-02, issued by the City of Atlantic Beach on January 26, 2016. D. Pursuant to the terms of the RFP, the parties now seek to negotiate the terms and conditions for a new Agreement. THEREFORE, in consideration of the premises and mutual covenants expressed herein and pursuant to the RFP response submitted by the firm, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the parties, the parties agree as follows: 1. Recitals The recitals outlined above are true and correct and are incorporated into and made a part of this Agreement. 2. Position The City hereby employs, engages and hires the Firm to serve as and to perform the duties and responsibilities of City Attorney pursuant to the Charter of the City of Atlantic Beach and the general laws of the State of Florida. The Firm designates and the City accepts ______________________________ as the primary attorney for City legal work. ________________________________ may utilize the services of other attorneys and staff in the Firm as he deems appropriate for City legal work. 3. Services to be Performed A. General. The Firm shall serve as the City Attorney who shall act as legal advisor to, and Attorney and counselor for, the City and all of its officers in matters relating to their official duties. All of the resources of the Firm will be available to support that role. Specifically, the City Attorney will have the assistance, when necessary, of other members of the Firm, secretarial staff, paralegals, law research and word processing equipment. It is expected that _____________________________ or his designate will provide such duties required pursuant to the Charter of the City of Atlantic Beach and the general laws of the State of Florida. B. Legal Services: The legal services to be provided on a recurring basis shall include but will not be limited to the following: 1. T o perform the duties and responsibilities pursuant to the Charter of the City of Atlantic Beach and the general laws of the State of Florida. 2. A dvise, research, assist and render written opinion to the City on a wide variety of legal areas including but not limited to: general municipal law, labor law, general, state and federal laws relating to municipal government, intergovernmental relations and rules and regulations. 3. L egal advisor and counselor for all departments and all of its officers in matters relating to their official duties. 4. P repare, review, or advise on all contracts, bonds, and all other legal and official instruments in which the Municipality is concerned and shall endorse on each his approval of the form and correctness. 5. R eview all agenda items. 6. A dvise, research and assist the City on a wide variety of legal areas including but not limited to: grants, budgets, bonds, user fees, impact fees, franchise fees, property taxes, special assessments, public disclosure issues, and laws against discrimination. 7. A dvise, research and assist the City on a wide variety of legal areas including but not limited to: with the preparation of ordinance, resolution development and interpretation, housing, subdivision and land use law, comprehensive planning, zoning regulations and property rights, eminent domain, economic development activities, public utilities, code enforcement, building codes, real estate law, annexations. 8. A dvise, research and assist the City on a wide variety of legal areas including but not limited to: contract law, environmental law, franchise law, municipal leases, purchasing and procurement. 9. A dvise, research and assist the City on a wide variety of legal areas including but not limited to: personnel matters including collective bargaining, union negotiations, arbitration, employee grievances, including advice on the creation of policies and procedures. 10. A dvise, research and assist the City on a wide variety of legal areas including but not limited to: criminal prosecution, litigation and trial activity, tort law and proactive methods to avoid litigation. 11. S hall act as prosecuting attorney before the Code Enforcement Board and participate in all meetings. 12. P rosecute and defend on behalf of the City all complaints, suits and controversies in which the City is a party except where the City’s defense is provided either by contract or law by a third party. 13. F urnish the City Commission, the City Manager and the head of any department, his opinion on any question of law relating to any matter concerning their respective power and duties. 14. A dvise the City Commission as to their compliance or non-compliance with the provisions of the Charter and Florida Statutes. 15. A ttend all meetings of the City Commission, either in person or by his duly designa ted representative to supply those legal services as may be needed during the meeting. 16. P rovide Counsel and legal services for City boards, task forces and committees duly authorized by City Commission. 17. A ssist the City in preparation, drafting, revisions of codes, ordinances, resolutions, amendments, leases, policy and procedural manuals, and other documents at the request of the City Commission and/or City Manager. 18. A ssist, revise, review and/or advise with acquisition requirements with appropriate departments, evaluate any special legal or cost problems, develop acquisition timetables, make preliminary cost estimates and obtain or develop proper legal descriptions of real estate transactions. Prepare documents necessary for routine land purchases and/or sales. All such transactions shall be deemed to be routine unless the Attorney contacts the City in advance and obtains the City’s approval that the transaction contemplated is non-routine. 19. S ubmit, as part of the annual budget process, anticipated expenditures, and revenues. 20. P rovide monthly report to City Manager summarizing legal services activities, if requested. 21. P rovide all required documentation to the external auditor as part of annual audit. 22. C oordinate and supervise specialized legal services provided by outside counsel. 23. Keep the City Commission, City Manager, and City Clerk informed of legislation or judicial opinions that have potential impact to the City. 24. Meet with City Commissioners, City Manager and/or designee on an as needed basis to provide for the operational necessity of the City. 25. Assist in preparation, drafting, revisions of contracts, amendments to the contracts and other legal documents at the request of the commission and/or City Manager. 26. Advise City Commission, City Manager and City Clerk at least once a year on Sunshine Law and public records law, home rule, legislative and quasi-judicial bodies; and all other areas of municipal law, legislative and judicial opinions that could potentially impact the City. 27. Coordinate with Director of Human Resources on Risk Management issues, as requested. 28. Perform any other duties as assigned by the City Charter, or as directed by the City Commission. 4. Compensation. The City shall pay the Firm the following compensation for the various types of legal services provided by the Firm: 5. Billing The Firm will submit an itemized statement to the City for each month for Legal Services and payment shall be due within 30 days of receipt. 6. Controlling Law This Agreement and the validity, execution, construction, interpretation, performance and enforcement thereof shall be governed by the substantive and procedural laws of the State of Florida. Venue shall be in Duval County. 7. Termination Either party may terminate this agreement without cause upon 30 days’ written notice. 8. Severability The invalidity or partial invalidity of any portion of this Agreement will not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement or judicial modification of the invalid provision. 90. Integration The Agreement sets forth and establishes the entire understanding between the City and the Firm relating to the employment of the Firm by the City. Any prior discussions or representations by or between the parties are merged into and rendered null and void by the Agreement. No amendment or modification of this Agreement shall be valid or effective unless it is in writing and properly executed by all parties thereto. 10. Notice Any notice required or permitted under this Agreement shall be sent by certified mail to (a) the City at its principal place of operations and (b) to the Firm at its principal place of business and office. 11. Attorneys Fees In any litigation, lawsuit, legal or other proceedings brought in connection with the construction, interpretation, meaning, validity, performance or enforcement of this Agreement, the prevailing party shall be entitled to receive all of its costs and reasonable attorney's fees from the other party. 12. Annual Evaluation TI1e City Commission may conduct an annual evaluation of the performance of the City Attorney. 13. Files All files generated as a result of this Contract are the property of the City of Atlantic Beach and shall be turned over promptly upon request after resolution of all compensation issues. During resolution of compensation issues, the City shall be provided liberal access to its files in order to protect its legal interests. IN WITNESS WHEREOF, the parties executed this Agreement in Duval County, Florida, this _______ day of _____________, 2016.