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04-22-19 Contract for Special MagistrateRFP 1902 City of Atlantic Beach Code Enforcement Special Magistrate CONTRACT BETWEEN THE CITY OF ATIANTiC BEACiII AND JEB T. BRANHAM, P.A. PERTAINING TO SPECIAL MAGISTRATE SERVICES FOR CODE ENFORCEMENT RFP NUMBER 19-02 This CONTRACT is made and entered into on the L7nd day of 4pri 1 , 2019 ("Effective Date"), by and between the City of Atlantic Beach, a public body politic and municipal corporation organized and existing under the Laws of Florida whose address is: City of Atlantic Beach, 800 Seminole Road, Atlantic Beach Florida, 32233 ('tJTY"), and Jeb T Branham. PA., a Florida professional service corporation. FEIN 20-3316715, whose address is 419 Third Street N., Jacksonville Beach, Florida 32250 ("CONTRACTOR"), collectively (the "Parties") who hereby agree as follows; 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, the CONTRACTOR submitted a competitive proposal for SPECIAL MAGISTRATE SERVICES FOR CODE ENFORCEMENT, as set forth in the attached CONTRACT Documents; and WHEREAS, the City Commission of the City of Atlantic Beach selected 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 I. SCOPE OF WORK. The Parties agree the CONTRACTOR will provide Special Magistrate services to the City of Atlantic Beach pursuant to the RFP 1942 and Contractor's proposal, and in accordance with the City of Atlantic Beach Code of Ordinances, Ordinance 5.19.68, and Chapter 162, Florida Statutes. CONTRACTOR agrees that Jeb T. Branham is to serve as Special Magistrate for Code Enforcement for the CITY and that during the term of this Contract kb T. Branham will not serve as a Special Magistrate for another city or hold another "office' that would violate the dual office holding prohibition contained m Article II, section 5(a) of the Florida Constitution. SECTION 2. TERM. The term of this Contract shall become effective on the date of execution and continue for one ( I ) year. The term may be extended annually upon resolution of the City Commission, provided each term extension may not exceed one (I) 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 be 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 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 be bound by the some standards of conduct as stated above, 0i12i$42.i RFP 19-02 City of Atlantic Beach Code Enforcement Special Magistrate SECTION 4. COMPENSATION. a. The amount to be paid under this Contract shall be based on the prices supplied by the CONTRACTOR in the Proposal submittal. The CONTRACTOR agrees, for the consideration herein, to the following compensation: (i) A bi-monthly flat rate of Three Thousand Dollars (S3,000.00), Contractor and City agree that in October, 2019, the City Manager and Contractor shall review this compensation for fairness to the City and Contractor (11) An annual payment of One Thousand Dollars ($),000.00) 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 21830, et seq. Florida Statutes. c. Services to be performed in accordance with this Contract are subject to the annual appropriation of funds by the CITY. In the event sufficient budgeted funds are not available for a new fiscal period, the CITY will notify the CONTRACTOR of such occurrence and this Contract will terminate on the last 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 Seope 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, el. The CONTRACTOR shall submit invoices once every two 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 immediately 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 be 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 God, 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 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. INSURANCE. 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, P1r%ta9-! 2 RFP 19-02 City of Atlantic Beach Cosie Enforcement Special Magistrate SECTION 7. DOCUMENTS CONSTITUTING ENTIRE CONTRACT. The following documents are hereby incorporated and made part of this Contract: I. Request for Proposal Documents for No, RFP -19.02, 2. Proposal submitted by CONTRACTOR on March 14, 2019. 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. Request for Proposal Document, No, RFP -I9-02, C. Proposal submitted to the City of Atlantic Beach by CONTRACTOR on March 14, 2019, S ECTION 8. APPLICABLE LAW. VENUE, JURY TRIAL. The laws of the State of Florida shall govern all aspects of this Contract, In the event it is necessary for either party to initiate legal action regarding this Contract, venue will lie in Duval County, Florida. The Parties hereby waive their 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. S ECTION 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 Stale of Honda unemployment insurance laws, and the Florida Retirement System benefits, The CONTRACTOR will retain sole and absolute discretion in the judgment on the manner and means of carrying out the CONTRACTOR'S activities and responsibilities under Ibis Contract, S ECTION 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 the services set forth herein. S ECTION 11. COMPLIANCE WITH ALL LAWS. The CONTRACTOR, at its sole expense, shall comply with all laws, ordinances, judicial decisions, orders, and regulations of federal, stale, county, and CiTY, as well as their respective departments, commissions, 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. S ECTION U. INDEMNIFICATION. The CONTRACTOR agrees to be liable for any and all damages, losses, and expenses incurred, by the CITY, caused by the 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 the CONTRACTOR, or any of its employees. agents, subcontractors, representatives, volunteers, or the like. indemnification, defense, and hold harmless actions shall not be 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 10 the contrary, which may have been adopted by the Florida Legislature or may be adopted by the Florida Legislature, fn isisaa,i 3 RFP 19-02 City of Atlantic Beach Code Enforcement Special Magistrate 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 set 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 be appointed in any proceeding brought by or against the 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. Ali 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 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 wil I not be 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 be 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 the 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 be construed as the product of any one of the Parties hereto. SECTION 22. EOUAL OPPORTUNITY EN.PLOYER. The CONTRACTOR is an Equal Opportunity Employer end 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 employment 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 0;141$47.1 4 RFP 19.02 City of Atlantic Beach Code Enforcement Special Magistrate under Florida law may include, but are not limited to: records related to the entry, management and implementation of this Contract itself; emails/correspondence between the CITY and the CONTRACTOR related to this Contract; emails or correspondence from all other entities related to this Contract (Le subcontractors, suppliers, vendors, etc.); billing and related documents; plans or other documents that may be 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 does 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 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 be 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 be 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 IT 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 (Le., 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. Ali notices required to be given to the CITY shall be made to the CITY at: City of Atlantic Beach Attention City Manager 800 Seminole Road Atlantic Beach, FL 32233 Phone: (904) 247-5806 Fax; (904)247-5805 Email: jgerrityncoab.us of $21042•0 5 RFP 19=02 City of Atlantic Beach Code Enforcement Special Magistrate With a copy to: City Clerk City of Atlantic Beach 800 Seminole Road Atlantic Beach FL 32233 Phone: (904)247-5809 Fax; (904) 247-5846 Email; dbartleQcoab.us Or to such other address or facsimile number as the CITY may direct from time to time by written notice forwarded to the CONTRACTOR as provided above All notices required to be given to CONTRACTOR hereunder shall be sent to CONTRACTOR at: Jeb T. Branham, P.A. Attention. Jeb T. Branham, Esq. 419 Third Street N. Jacksonville Beach, FL 32250 Phone; (904)339-0500 Fax: (904) 339-0501 Email: Jeb c@i jebbranham.com or to such address as the CONTRACTOR may direct from time to time by written notice forwarded 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, SECTION 25. 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 term 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 be 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. 4. All words used herein in the singular shall extend to and include the plural, and the use of any gender shall extend to and include all genders. The term °including" is not limiting, 5. This Contract shall be executed by the respective duly authorized officials, and shall take effect as of the day and year first above written. 01121$42. 6 RFP 194)2 City ofMhmti } €ch Coda Enf.oregrectit Spc ini Ma IN WITNESS INIIIIEREOF, Attest: f t,'rc Doran klnrxie City Clerk Approved P5 *I0 fog e Du. Agtomey 6 i e City mid Cowls -actor layslq srigwd t9ai 5 (I se, -AWL sit imess 1111 Signature, 3 32AkiSer tencLeBile Rl7� ess#t Printed Q 1 Witless 02 SI=',trim_ witness 112 printed tis 064 01121842.1 7 By; Y - F /Taal 3E\Ck ripe Getty City Matanger JED it [13 By: Ai Branham President