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HomeMy WebLinkAboutItem #07 Contract for City Attorney Services with Shuffield Lowman Attorneys and Advisors ett 0 0 r I AGENDA ITEM COVER SHEET Meeting Date: January 17, 2012 Item # rl Reviewed By.: Contact Name: Craig Shadrix Department Director: Contact Number: 407 - 905 -3100 City Manager: Subject: Appointment and designation of Scott A. Cookson as City Attorney and Approval of Agreement for Legal Services with Shuffield, Lowman & Wilson, P.A. Background Summary: On Tuesday, January 10, 2012, The City Commission authorized the City Manager and Mayor to negotiate terms of a contract for City Attorney Services with Shuffield, Lowman, and Wilson, P.A. for Scott Cookson representing said firm to become the City Attorney. The City Manager and Mayor met with Mr. Cookson on January 11, 2012, and have negotiated terms, memorialized in the attached contract. Issue: Should the Honorable Mayor and City Commission approve execution of a contract with Shuffield, Lowman, and Wilson, P.A. and designate and appoint Scott A. Cookson City Attorney? Recommendations Staff respectfully recommends appointment and designation of Scott A. Cookson as City Attorney and Approval of Agreement for Legal Services with Shuffield, Lowman & Wilson, P.A. Attachments: Contract between the City of Ocoee and Shuffield Lowman Attorneys and Advisors Financial Impact: Type of Item: (please mark with an 'x) Public Hearing For Clerk's Dept Use: Ordinance First Reading Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda X Commission Approval Discussion & Direction Original Document/Contract Attached for Execution by City Clerk X Original Document/Contract Held by Department for Execution Reviewed by City Attorney N/A Reviewed by Finance Dept. N/A Reviewed by 0 N/A REDLINE AGREEMENT FOR LEGAL SERVICES This AGREEMENT is entered into this day of , 20 January, 2012, between the CITY OF OCOEE, FLORIDA, whose mailing address is 150 N. Lakeshore Drive, Ocoee, Florida 34761 (hereinafter referred to as the "City "), and SHUFFIELD, LOWMAN & WILSON, P.A,, whose mailing address is 1000 Legion Place, Suite 1700, Orlando, Florida 32801 (P O Bo 1010 Orlando. FL 32802 - 1010) (hereinafter referred to as the "Firm "). WITNESSETH: WHEREAS, the City recently requested letters of interest from qualified law firms to provide services as City Attorney; and WHEREAS, the Firm submitted a proposal deemed acceptable to the City, along with such revisions thereto as may have been mutually agreed to by the City and Firm; and WHEREAS, the City and the Firm are desirous of entering into a definitive agreement pursuant to which the Firm will serve as Ocoee City Attorney as more fully set forth herein. NOW THEREFORE, in consideration of the foregoing and the mutual obligations contained herein, the City and the Firm agree as follows: 1. The City does hereby retain the Firm for the purpose of providing legal representation to the City as City Attorney. The services rendered under this Agreement are personal to the Firm and may not be assigned or subcontracted, either directly or indirectly, to any other person or law firm. 2. The Firm will provide representation and counsel to the City for legal services through its attorneys in the Firm, including but not limited to, SCOTT A. COOKSON who will be the primary attorney contact between the Firm and the City and will be designated as City Attorney for the City of Ocoee. Any change in the designated City Attorney requires the prior approval of the Ocoee City Commission, which consent may be granted or withheld in the City Commission's sole discretion. The City expressly authorizes other attorneys in the Firm to provide legal services to the City as set forth herein. The designated City Attorney may designate one or more attesattorneys within the Firm as Assistant City AtterneylsAttorneys. All legal services provided by the Firm shall be coordinated by the designated City Attorney unless otherwise agreed to by the City. 3. The designated City Attorney, or other attorney's orattorneys, paralegals and law clerks in the Firm, shall perform such legal services as may be requested by the City Commission and /or the City Manager or his designee, to include but not be limited to the following: a. The City Attorney shall plan, coordinate and direct the legal activities of the City. In doing so, the City Attorney shall closely coordinate with the City 4825 -6360 0357.19357 .3 DRAFTREVISED January 4 -041, 2012 ManagerCommission and the City GeffiniissieftManager. The City Attorney shall keep the City Sr., Commission informed regarding the legal activities of the City. b. The City Attorney shall be responsible for performing legal research, preparing opinions and advising City officials. c. The City Attorney shall serve as chief legal advisor to the City Commission, City Manager, and all City departments. d. The City Attorney shall represent the City in most legal matters, including the bringing and defending of suits. However, the City has insurance coverage which provides legal counsel for all covered lawsuits in which the City is named as defendant. e. The City Attorney shall serve as the Issuers Counsel on bond issues. f. The City currently outsources the following legal services: Labor Attorney, Eminent Domain Attorney, Code Enforcement Board Attorney, Police Infraction Board Attorne Bond Counsel a�.; Police Leal Advisor . d L... ins _ -rvic- . The City Attorney is not responsible for these services; however, one or more of these services may be added to the City Attorney responsibilities by the City Manager in his discretion. g. The Cit Attorne shall attend all re . lar and s . ecial meetin • s of the Cit Commission. The Cit Attorne shall not attend worksho or budget sessions of the Cit Commission unless s .ecificall re.ues ed b the Cit Commission and/or Cit Manager. h. The City Attorney shall attend meetings of the Planning and Zoning Commission and Board of Zonin. Ad'us ments as re. uested b th- Cit Man' er. i. The City Attorney shall draft contracts, developer agreements, resolutions and ordinances at the request of the City Commission and/or the City Manager. j. The City Attorney shall review and approve all contracts, resolutions, and ordinances generated by City staff prior to consideration by the City Commission. k. The City Attorney shall keep the City Commission and City Manager informed of legislation or judicial opinions that have potential impact to the City. 1. The City Attorney shall be available to meet with the City Manager and staff for an entire day, or portion thereof, once or twice each month to provide legal guidance and instruction on various projects, programs and issues requiring legal assistance. 4. The designated City Attorney, or other uttorncy's orattorneys, paralegals or law clerks in the Firm, shall perform the duties designated to the City Attorney as set forth in Section C -26 of the Ocoee City Charter as set forth below: C -26. There shall be a City Attorney who shall be appointed by a majority of all members of the City Commission. The City Attorney shall act as the attorney and counselor for the city. The City Attorney shall prepare and /or review as to form and 2 4825 -6360 0357.193523 legality all contracts, agreements, bonds and other written instruments to which the city is a party. When required to do so, the City Attorney shall prosecute and defend for and in behalf of the city all complaints, suits and controversies in which the city is a party. The City Attorney shall furnish to the City Commission and the City Manager an opinion on any question of law affecting the city and shall perform such other professional duties as may be consistent with this Charter and required by ordinance or resolution of the City Commission, prescribed for City Attorneys under the laws of Florida or otherwise requested by the City Commission or the City Manager. The City Attorney shall be a lawyer admitted in and having authority to practice in all courts of the State of Florida. The City Attorney may also serve as City Prosecutor, subject to the approval of the City Commission, and may appoint such Assistant City Attorneys as the City Attorney deems necessary. Upon recommendation of the City Attorney or the City Manager, the City Commission may retain special legal counsel to represent the city. Upon request by any board, commission or committee of the city, the City Commission or the City Manager shall appoint an attorney to assist such board, commission or committee. Upon the request of the City Commission or the City Manager, the City Attorney shall provide assistance to any board, commission or committee of the city. 5. The City reserves the right to from time -to -time contract with other attorncy'sattorneys and /or law firms to provide legal services to City, which services may include the legal services outlined in this Agreement. The City does not guarantee any minimum number of hours with respect to the services to be provided by the Firm under this Agreement. 6. For matters on which the Firm provides services to the City, the Firm shall be compensated for the costs and services at the rates set forth in the Compensation Proposal attached hereto as Exhibit "A" and incorporated by reference (the "Rate Schedule "). The minimum billing increment shall be one -tenth of an hour. The rates set forth in Exhibit "A "Rate Schedule shall not be subject to adjustment prior to September 30, 2013. Thereafter, the City Manager and Firm may from time -to -time review the Rate Schedule to determine whether any adjustments should be made. If the City Manager agrees to any -- • - .- - -- . - -Any such review shall occur on a timeline so as to be addressed in the City's annual budgetbudgeting process and the adjusted rates shall become effective on October 1 of the new fiscal year73 rovi•ed however th. •nychan• - s o th- Ra - Sch-• 1- hall •e su.'e t t• he re i-w and approval of the it Commis ion as an agenda'd item at a regular meeting of the Cit Commission. 7. The Firm agrees to keep and maintain accurate time records showing the time expended by each of its attorneys in representing the City under this Agreement. The Firm will detail on its billing statements specific billing entries on a daily basis showing, at a minimum: legal matter or project reference; invoice number for the particular bill; law firm taxpayer identification number; statement billing period; itemization of the date, hours billed, a concise, meaningful description of the services rendered with sufficient detail to enable the City to evaluate the services rendered and costs, the person(s) who performed the services for each day during which the Law Firm performed work, and the hourly rate for each attorney or paralegal, The billing statements shall also include a listing of all costs to be reimbursed, and the total of 'o,,... the fees and costs for each bill by matter. A summary of all monthly invoices will also be 3 4825 - 6360 - 935749357 3 provided which sets forth the fees and costs for each matter. A copy of the summary shall be provided to the City Commission on a monthly basis. 8. . • , •• . , . - , • . . ; ; . The City will reimburse the Firm for the following expenses incurred by it in the conduct of legal services on behalf of the City: copying costs; overnight delivery; hand delivery by courier; long distance phone calls; travel expenses for travel outside of Orange County (all travel, lodging and meals shall be at rates allowed to public employees under City rules and regulations); court reporters' fees and related transcripts; court filing fees, and process service charges, and on -line research costs; provided, that all expenses shall be invoiced at the Firm's actual cost without any mark -up or multiplier. All invoices submitted for such reimbursements shall contain complete and detailed information supported by appropriate receipts as to the item or charge sought to be reimbursed. The City shall not reimburse the Firm for secretarial or word processing costs. 9. The Firm agrees to submit billing statements to the City Finance Director at the address set forth herein for the Firm's fees, costs, and /or expenses on a monthly basis not later than the 30th day of the following month. The City agrees to use its best efforts to pay each monthly bill within 30 days of receipt. If the City has any disagreement about the amount billed, the City agrees to advise the Firm and to discuss adjustments needed to resolve any such disagreement. The Firm acknowledges that disagreements regarding amounts billed which are charged back by the City to third parties may occur after such bills have been paid by the City, but the Firm nonetheless agrees to work with the City to resolve any such disagreements. 10. This initial term of this Agreement shall commence of January ,18. 2012 and "`.. expire on September 30, 2013 and shall thereafter automatically renew annually for successive one (1) year terms, subject to the termination provisions set forth herein. Notwithstanding the foregoing, (a) the City, upon the vote of the majority of the City Commission, may terminate this Agreement and the City's engagement of the Firm as City Attorney, with or without cause, upon thirty (30) days written notice to the Firm, and (b) the Firm may terminate this Agreement and its engagement as City Attorney, with or without cause, upon ninety (90) days notice to the City. The Firm is subject to applicable rules of professional conduct in connection with any termination of this Agreement. If this Agreement is terminated, the Firm will take all reasonable and practical steps to protect City's interests in the matters then being handled by the Firm and will provide new counsel with any papers and files related to such matters if requested by the City. If permission from the court is necessary for withdrawal, the Firm will promptly apply for it in coordination with new counsel retained by the City. 11. The Firm will make affirmative efforts to achieve cost effectiveness by utilizing and coordinating work with the City's staff, limiting travel, using established and acceptable forms, using the appropriate level of attorney or staff experience required for each task, and taking other actions to improve efficiency. 12. The Firm assures the City that it possesses the knowledge and experience relating to the practice of municipal law and the areas in which it has been engaged to provide representation to the City. The Firm assures the City of the highest quality of professional services in representing the City. 4 4825 -6360 0357.19357 3 13. The Firm shall comply with the provisions of Section 112.313(16), Florida Statutes, as it may from time to time be amended. 14. _ . , The Firm has determined that there is no conflict of interest that prevents it from entering into this Agreement and performing the services required. The parties recognize that potential conflicts of interest may arise in the future. Subject to compliance with the applicable Florida Bar Rules of Professional Conduct and Chapter 112, Florida Statutes, the Firm may request that the City waive any conflicts in order to allow it to represent specific clients in matters unrelated to the City when such clients have matters pending before the City or are otherwise adverse to the City. Any such waiver requests shall be presented to the City Manager, with a copy to the City Commission, and may be granted or withheld in the City Manager's discretion. The City Manager may engage special counsel to represent the City in connection with any matter with respect to which the Firm has a conflict: and shall advise the City Commission in any such circumstance. 15. The Firm shall maintain in full force and effect malpractice insurance coverage in an amount of not less than $ 5,000,000 per claim and $5,000,000 policy limit aggregate and shall from time -to -time provide the City with evidence of such insurance. 16. In the performance of legal services hereunder, the Firm is an independent contractor. The assigned attorneys shall not be considered employees, agents or servants of the City under the meaning or application of any federal or state unemployment or insurance laws or Old Age laws or otherwise. The Firm and assigned attorneys, including the designated City Attorney, do not have the power or authority to bind the City in any promise, agreement or representation other than as specifically provided in this Agreement. 17. The designated City Attorney shall file financial disclosure as required by Florida law. A copy of any such financial disclosure shall be provided to the City Clerk. This disclosure is subject to the Florida public records law. 18. The City agrees that the Firm may list the City of Ocoee on publicly disclosed lists and other materials as a client that the Firm represents. 19. This Agreement, including any exhibits hereto, constitutes the entire agreement concerning engagement arrangements between the Firm and the City. In the event of any onflic b-tween his Agr-ement an• he Firm' R- s•onse to R- • est for Letters of Int- r- st RLI# 1201 • • ed Nov-mber 22 2011 i is a'ree• h. his Agreement includin• an - xhi•i s hereto shall control. This Agreement may not be changed except in writing and as signed by the .. . • . - - - . ' - - Firm and the City. 20. In the event that any term, paragraph, or provision of this Agreement or its application to any circumstances shall be deemed invalid or unenforceable, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 21. This Agreement shall be governed by and construed under the laws of the State of Florida. Solo- 5 4825 -6360 0357.19357 3 *ki.., IN WITNESS WHEREOF, the City and Firm have executed this Agreement as of the date first written above. FIRM $HUFFIELD, LOWMAN & WILSON, P.A. By: Name: Title: APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Nik` Beth Eikenberry, City Clerk S. Scott Vandergrift, Mayor (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA; COMMISSION ON APPROVED AS TO FORM AND January 17, 2012 LEGALITY UNDER AGENDA ITEM NO. this —17th day of 20 .January, 2012. FOLEY & LARDNER LLP By: Paul E. Rosenthal, City Attorney 6 4825 -6360 0357.1 3 EXHIBIT "A" RATE SCHEDULE TO AGREEMENT FOR I,EGAL SERVICES Dated January 17, 2012 L egal Work , y d e 'P aUL , ,. d 1 l 9$ E v .n 5 1 i w , a t s fS, ''z. £ . es °`a aw. > y . » " , S �, , .r i s"r E a t�a i �p"ks7 t t. i g r+ . 1 1� # 1i #1 #t l# 4 . . # _•_t_ t # tit r z aitAif &v "'F ass t 1 #1.11 11 11 1# #" # o f 5 s r t :r` # ' � 3 # Y 'le', e s rx c t � , a' a a+ t l "' °, t , r ' " as M 5 # • ## # ## g' 1 '!3# • I . rz B # ' ° # t . ' ^'� s m :m a r `;`,`"x,, rz r ; ,x z t ::;qi x" tS, 4sr , ` t r a :. t £ �' d ? ,� s ' Fog,' ,�.m it`t 3r s'a ``ta n iy, 3t ✓: a c Ss x .v _ z 3 d . _,:�a ; �i '� z . to b $ �a. d 'V F,' , : , s , ' ; -. :.:'' �_ „e ,`b".'g,�x �'�. 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Rin l : 4 i. ��' zz C: \Documents and Settings \prosenth \My Document 1 ID Documents \NDEcho \Ocoee Agreement for Legal Services - City Attorney.doc C: \Documents and Settings \prosenth \My Description Documents \NDEcho \Ocoee Agreement for Legal Services - City Attorney.doc C: \Documents and Settings \prosenth \My Document 2 ID Documents \NDEcho \Ocoee Agreement for Legal Services - City Attorney(1).doc C: \Documents and Settings \prosenth \My Description Documents \NDEcho \Ocoee Agreement for Legal Services - City Attorney(1).doc Rendering set standard Insertion Deletien r -Moved-4am Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell 5 Split/Merged cell Padding cell � Count Insertions 59 Deletions 33 Moved from 1 Moved to 1 Style change 0 Format changed 0 Total changes 94 AGREEMENT FOR LEGAL SERVICES This AGREEMENT is entered into this day of January, 2012. between the CITY OF OCOEE, FLORIDA, whose mailing address is 150 N. Lakeshore Drive, Ocoee, Florida 34761 (hereinafter referred to as the "City "), and SHUFFIELD, LOWMAN & WILSON, P.A., whose mailing address is 1000 Legion Place, Suite 1700, Orlando, Florida 32801 (P.O. Box 1010, Orlando, FL 32802 -1010) (hereinafter referred to as the "Firm "). WITNESSETH: WHEREAS. the City recently requested letters of interest from qualified law firms to provide services as City Attorney; and WHEREAS. the Firm submitted a proposal deemed acceptable to the City, along with such revisions thereto as may have been mutually agreed to by the City and Firm; and WHEREAS, the City and the Firm are desirous of entering into a definitive agreement pursuant to which the Firm will serve as Ocoee City Attorney as more fully set forth herein. NOW THEREFORE, in consideration of the foregoing and the mutual obligations contained herein, the City and the Firm agree as follows: 1. The City does hereby retain the Firm for the purpose of providing legal representation to the City as City Attorney. The services rendered under this Agreement are personal to the Firm and may not be assigned or subcontracted, either directly or indirectly, to any other person or law firm. 2. The Firm will provide representation and counsel to the City for legal services through its attorneys in the Firm, including but not limited to, SCOTT A. COOKSON who will be the primary attorney contact between the Firm and the City and will be designated as City Attorney for the City of Ocoee. Any change in the designated City Attorney requires the prior approval of the Ocoee City Commission, which consent may be granted or withheld in the City Commission's sole discretion. The City expressly authorizes other attorneys in the Firm to provide legal services to the City as set forth herein. The designated City Attorney may designate one or more attorneys within the Firm as Assistant City Attorneys. All legal services provided by the Firm shall be coordinated by the designated City Attorney unless otherwise agreed to by the City. 3. The designated City Attorney, or other attorneys, paralegals and law clerks in the Firm, shall perform such legal services as may be requested by the City Commission and /or the City Manager or his designee, to include but not be limited to the following: a. The City Attorney shall plan. coordinate and direct the legal activities of the City. In doing so, the City Attorney shall closely coordinate with the City Commission and the City Manager. The City Attorney shall keep the City Commission informed regarding the legal activities of the City. 4825- 6360- 9357 3 REVISED January 11, 2012 b. The City Attorney shall be responsible for performing legal research. preparing opinions and advising City officials. c. The City Attorney shall serve as chief legal advisor to the City Commission, City Manager, and all City departments. d. The City Attorney shall represent the City in most legal matters, including the bringing and defending of suits. However, the City has insurance coverage which provides legal counsel for all covered lawsuits in which the City is named as defendant. e. The City Attorney shall serve as the Issuers Counsel on bond issues. f. The City currently outsources the following legal services: Labor Attorney, Eminent Domain Attorney, Code Enforcement Board Attorney, Police Infraction Board Attorney, Bond Counsel, Police Legal Advisor and Lobbying Services. The City Attorney is not responsible for these services; however, one or more of these services may be added to the City Attorney responsibilities by the City Manager in his discretion. g. The City Attorney shall attend all regular and special meetings of the City Commission. The City Attorney shall not attend workshop or budget sessions of the City Commission unless specifically requested by the City Commission and /or City Manager. h. The City Attorney shall attend meetings of the Planning and Zoning Commission and Board of Zoning Adjustments, as requested by the City Manger. i. The City Attorney shall draft contracts, developer agreements, resolutions and ordinances at the request of the City Commission and /or the City Manager. j. The City Attorney shall review and approve all contracts, resolutions, and ordinances generated by City staff prior to consideration by the City Commission. k. The City Attorney shall keep the City Commission and City Manager informed of legislation or judicial opinions that have potential impact to the City. 1. The City Attorney shall be available to meet with the City Manager and staff for an entire day, or portion thereof, once or twice each month to provide legal guidance and instruction on various projects, programs and issues requiring legal assistance. 4. The designated City Attorney, or other attorneys, paralegals or law clerks in the Firm, shall perform the duties designated to the City Attorney as set forth in Section C -26 of the Ocoee City Charter as set forth below: C -26. There shall be a City Attorney who shall be appointed by a majority of all members of the City Commission. The City Attorney shall act as the attorney and counselor for the city. The City Attorney shall prepare and /or review as to form and legality all contracts. agreements, bonds and other written instruments to which the city is a party. When required to do so, the City Attorney shall prosecute and defend for and in behalf of the city all complaints, suits and controversies in which the city is a party. The 2 4825 - 6360- 9357.3 City Attorney shall furnish to the City Commission and the City Manager an opinion on any question of law affecting the city and shall perform such other professional duties as may be consistent with this Charter and required by ordinance or resolution of the City Commission, prescribed for City Attorneys under the laws of Florida or otherwise requested by the City Commission or the City Manager. The City Attorney shall be a lawyer admitted in and having authority to practice in all courts of the State of Florida. The City Attorney may also serve as City Prosecutor, subject to the approval of the City Commission. and may appoint such Assistant City Attorneys as the City Attorney deems necessary. Upon recommendation of the City Attorney or the City Manager, the City Commission may retain special legal counsel to represent the city. Upon request by any board, commission or committee of the city, the City Commission or the City Manager shall appoint an attorney to assist such board, commission or committee. Upon the request of the City Commission or the City Manager, the City Attorney shall provide assistance to any board, commission or committee of the city. 5. The City reserves the right to from time -to -time contract with other attorneys and /or law firms to provide legal services to City, which services may include the legal services outlined in this Agreement. The City does not guarantee any minimum number of hours with respect to the services to be provided by the Firm under this Agreement. 6. For matters on which the Firm provides services to the City, the Firm shall he compensated for the costs and services at the rates set forth in Exhibit "A" and incorporated by reference (the "Rate Schedule "). The minimum billing increment shall be one -tenth of an hour. The Rate Schedule shall not be subject to adjustment prior to September 30, 2013. Thereafter, the City Manager and Firm may from time -to -time review the Rate Schedule to determine whether any adjustments should be made. Any such review shall occur on a timeline so as to be addressed in the City's annual budgeting process and the adjusted rates shall become effective on October 1 of the new fiscal year; provided, however, that any changes to the Rate Schedule shall be subject to the review and approval of the City Commission as an agenda'd item at a regular meeting of the City Commission. 7. The Firm agrees to keep and maintain accurate time records showing the time expended by each of its attorneys in representing the City under this Agreement. The Firm will detail on its billing statements specific billing entries on a daily basis showing, at a minimum: legal matter or project reference; invoice number for the particular bill; law firm taxpayer identification number; statement billing period; itemization of the date, hours billed, a concise, meaningful description of the services rendered with sufficient detail to enable the City to evaluate the services rendered and costs, the person(s) who performed the services for each day during which the Firm performed work, and the hourly rate for each attorney or paralegal, The billing statements shall also include a listing of all costs to be reimbursed, and the total of the fees and costs for each hill by matter. A summary of all monthly invoices will also he provided which sets forth the fees and costs for each matter. A copy of the summary shall be provided to the City Commission on a monthly basis. 8. The City will reimburse the Firm for the following expenses incurred by it in the conduct of legal services on behalf of the City: copying costs; overnight delivery; hand delivery by courier; long distance phone calls; travel expenses for travel outside of Orange County (all 3 4825 - 6360 - 9357.3 travel, lodging and meals shall be at rates allowed to public employees under City rules and regulations); court reporters' fees and related transcripts; court tiling fees, and process service charges, and on -line research costs; provided. that all expenses shall be invoiced at the Firm's actual cost without any mark -up or multiplier. All invoices submitted for such reimbursements shall contain complete and detailed information supported by appropriate receipts as to the item or charge sought to be reimbursed. The City shall not reimburse the Firm for secretarial or word processing costs. 9. The Firm agrees to submit billing statements to the City Finance Director at the address set Forth herein for the Firm's fees. costs, and /or expenses on a monthly basis not later than the 30th day of the following month. The City agrees to use its best efforts to pay each monthly bill within 30 days of receipt. If the City has any disagreement about the amount billed, the City agrees to advise the Firm and to discuss adjustments needed to resolve any such disagreement. The Firm acknowledges that disagreements regarding amounts killed which are charged back by the City to third parties may occur after such bills have been paid by the City, but the Firm nonetheless agrees to work with the City to resolve any such disagreements. 10. This initial term of this Agreement shall commence of January 18, 2012 and expire on September 30, 2013 and shall thereafter automatically renew annually for successive one (1) year terms, subject to the termination provisions set forth herein. Notwithstanding the foregoing, (a) the City, upon the vote of the majority of the City Commission, may terminate this Agreement and the City's engagement of the Firm as City Attorney. with or without cause, upon thirty (30) days written notice to the Firm, and (b) the Firm may terminate this Agreement and its engagement as City Attorney, with or without cause, upon ninety (90) days notice to the City. The Firm is subject to applicable rules of professional conduct in connection with any termination of this Agreement. If this Agreement is terminated, the Firm will take all reasonable and practical steps to protect City's interests in the matters then being handled by the Firm and will provide new counsel with any papers and tiles related to such matters if requested by the City. If permission from the court is necessary for withdrawal, the Firm will promptly apply for it in coordination with new counsel retained by the City. 11. The Firm will make affirmative efforts to achieve cost effectiveness by utilizing and coordinating work with the City's staff, limiting travel, using established and acceptable forms, using the appropriate level of attorney or staff experience required for each task, and taking other actions to improve efficiency. 12. The Firm assures the City that it possesses the knowledge and experience relating to the practice of municipal law and the areas in which it has been engaged to provide representation to the City. The Firm assures the City of the highest quality of professional services in representing the City. 13. The Firm shall comply with the provisions of Section 112.313(16), Florida Statutes, as it may from time to time be amended. 14. The Firm has determined that there is no conflict of interest that prevents it from entering into this Agreement and performing the services required. The parties recognize that potential conflicts of interest may arise in the future. Subject to compliance with the applicable 4 4825 - 6360- 9357.3 Florida Bar Rules of Professional Conduct and Chapter 112, Florida Statutes. the Firm may request that the City waive any conflicts in order to allow it to represent specific clients in matters unrelated to the City when such clients have matters pending before the City or are otherwise adverse to the City. Any such waiver requests shall be presented to the City Manager, with a copy to the City Commission, and may be granted or withheld in the City Manager's discretion. The City Manager may engage special counsel to represent the Citv in connection with any matter with respect to which the Firm has a conflict and shall advise the City Commission in any such circumstance. 15. The Firm shall maintain in full force and effect malpractice insurance coverage in an amount of not less than $5,000,000 per claim and $5,000,000 policy limit aggregate and shall from time -to -time provide the City with evidence of such insurance. 16. In the performance of legal services hereunder, the Firm is an independent contractor. The assigned attorneys shall not be considered employees. agents or servants of the City under the meaning or application of any federal or state unemployment or-insurance laws or Old Age laws or otherwise. The Firm and assigned attorneys, including the designated City Attorney, do not have the power or authority to bind the City in any promise, agreement or representation other than as specifically provided in this Agreement. 17. The designated City Attorney shall file financial disclosure as required by Florida law. A copy of any such financial disclosure shall be provided to the City Clerk. This disclosure is subject to the Florida public records law. 18. The City agrees that the Firm may list the City of Ocoee on publicly disclosed lists and other materials as a client that the Firm represents. 19. This Agreement, including any exhibits hereto, constitutes the entire agreement concerning engagement arrangements between the Firm and the City. In the event of any conflict between this Agreement and the Firm's Response to Request for Letters of Interest RLI# 1201 dated November 22. 2011, it is agreed that this Agreement, including any exhibits hereto, shall control. This Agreement may not be changed except in writing and as signed by the Firm and the City. 20. In the event that any term, paragraph, or provision of this Agreement or its application to any circumstances shall be deemed invalid or unenforceable. the remainder of this Agreement shall he valid and enforceable to the fullest extent permitted by law. 21. This Agreement shall be governed by and construed under the laws of the State of Florida. 5 4825 - 6360 - 9357.3 IN WITNESS WHEREOF, the City and Firm have executed this Agreement as of the date first written above. FIRM SHUFFIELD, LOWMAN & WILSON, P.A. By: Name: Title: APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Beth Eikenberry, City Clerk S. Scott Vandergrift, Mayor (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA; COMMISSION ON January 17, 2012 APPROVED AS TO FORM AND UNDER AGENDA ITEM NO. LEGALITY this 17th day of January, 2012. FOLEY & LARDNER LIP By: Paul E. Rosenthal, City Attorney 6 4825 - 6360 - 9357.3 EXHIBIT "A" RATE SCHEDULE TO AGREEMENT FOR LEGAL SERVICES Dated January 17, 2012 Legal Work Partner Associate Paralegal /Law Level Rate Level Rate Clerk Rate General Municipal Work (inclining drafting $225 /hour $180 /hour $90 /hour and negotiating agreements, drafting ordinances and amendments to the code, attending staff and public meetings, serving as issuer's counsel on bond transactions, code enforcement matters, general planning and development matters, litigation and contracting matters) Development and Land Use Matters (matters $295 /hour $225 /hour $100 /hour subject to reimbursement by the developer pursuant to Section 1-12 of the Land Development Code) _ 7 4825 - 6360- 9357.3