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03 Contract Amendment #1-Nason YeagerAmendment to City of Okeechobee City Attorney Legal Services Agreement The City of Okeechobee, a Florida municipal corporation, with its principal place of business located at 55 S.E. 3rd Avenue Okeechobee, Florida 34974 (the "City") and Nason, Yeager, Gerson, Harris & Fumero, P.A., Attorneys at Law, with offices located at: 3001 PGA Boulevard, Suite 305, Palm Beach Gardens, Florida 33410 (the "Firm"), hereby amend the City Attorney Legal Services Agreement executed on January 7, 2020 (the "Agreement") and agree as follows. Background The Agreement, among other things, provided that the Firm would provide legal services at an hourly rate of $275 per hour, not to exceed $9,400 per month for a 90 -day trial period. The trial period allowed the Firm to determine a reasonable monthly budget. The trial period has concluded and a reliable legal services budget has been developed. The Agreement is now modified to provide a flat monthly fee for City Attorney Legal Services. Terms and Conditions Paragraph 3 of the Agreement is deleted and replaced with the following paragraph: Compensation, Terms, and Conditions. The Firm shall perform the City Attorney legal services set forth in Attachment A for a monthly flat fee of $9,400, payable in full on the 5th day of each month. For services outside the Scope of Work in Attachment A, the City will compensate the Firm for special legal counsel services at a discounted, blended governmental hourly rate of $275.00, as set forth in Attachment B. 2. All other provisions of the Agreement shall remain in effect. The parties hereto have caused this City of Okeechobee Legal Services Agreement to be executed in duplicate this 5-f1` day of ?(t , 2020. Witness [Printed Name] Attest: By: CL 9— Lane Lane Gamiotea, CMC, City Clerk [Printed Name] NASON, YEAGER, GERSON, HARRIS & FUMERO, P.A. Bye John J. Fumero, Esq. Partner CITY OF OKEECHOBEE, FLORIDA By: owling R. Watford, Jr. ayor Page 1 of 1 City of Okeechobee City Attorney Legal Services Agreement The City of Okeechobee, a Florida municipal corporation, with its principal place of business located at 55 S.E. 3rd Avenue Okeechobee, Florida 34974 (the "City") and Nason, Yeager, Gerson, Harris & Fumero, P.A., Attorneys at Law, with offices located at: 3001 PGA Boulevard, Suite 305, Palm Beach Gardens, Florida 33410 (the "Finn"), for and in consideration of the mutual covenants contained in this City Attorney Legal Services Agreement (the "Agreement") and other good and valuable consideration, mutually agree as follows: Background The City requires the retention of a City Attorney and has reviewed the qualifications submitted by law firms pursuant to a solicitation for requests for qualifications. The City determined that the Firm is qualified and capable to serve as City Attorney. The City and the Firm desire to engage in a stable and flexible long-term contractual relationship whereby the City can recognize pricing efficiencies for legal services and the Firm is available to provide service as City Attorney as required by its Charter, as well as additional legal services on an as -needed basis, in a cost effective manner. Terms and Conditions 1. The Firm as City Attorney. The Firm will provide legal services as the City Attorney to the City. For purposes of this Agreement, the primary attorney to serve as City Attorney shall be John J. Fumero with Carlyn H. Kowalsky and John ("Jack") K. Rice serving as his alternate and/or backup, if and when needed (the "Designated Attorneys"). Further, the City shall have access to the complete complement of practice groups and breadth of experience of the other attorneys at the Firm on an "as needed" basis to provide legal services to the City, commensurate with this Agreement. Accordingly, the Firm was selected based upon the Firm's substantive and unique knowledge of governmental law, and the City's legal priorities and needs. 2. Legal Services. The Firm shall perform all of the legal services customarily associated with the City Attorney, and the Office of the City Attorney, for the benefit of the City Council and the City, as set forth in Attachment A, and such other services directed or requested from time -to -time by the City Council or City Administrator. Among other things, the Firm shall develop and implement plans for the effective and efficient provision of legal services and support for the City, City Administrator, and operation of the City's Office of the City Attorney. The Firm shall also develop plans and internal processes to enhance the accountability and interaction of the City Attorney's Office with the City Council, City Administrator and City staff. 3. Compensation, Terms, and Conditions. The Firm shall perform the City Attorney legal services set forth in Attachment A. To determine a reasonable and accurate legal services budget and monthly flat fee, the City Attorney shall bill their time on an hourly basis for Page 1 of 7 a period of time not to exceed 90 days. During such time period, the hourly billing shall not exceed the proposed monthly billing of $9400.00/month. Within this time, City Attorney, based on upon its actual experience in providing legal services to the City, as well as understanding the City's needs and priorities as established by City Council and the City Administrator, shall develop and propose a monthly flat fee for City Attorney legal services. Once the monthly flat fee is established and agreed upon, thereafter, the City Attorney pursuant to this Agreement shall submit a monthly invoice on the 5` day of each month. For services outside the Scope of Work in Exhibit A, the Firm will be compensated for special legal counsel services at a discounted, blended governmental hourly rate of $275.00, as set forth in Attachment B. In the event the City Attorney and the City are not able to negotiate an acceptable monthly flat fee for legal services as set forth in Attachment A, then this contract for services shall be terminated at a date certain as set by the City following thirty (30) days prior written notice to the City Attorney. 4. Duration and Termination. This Agreement (the "Agreement") is effective as of January 1, 2020. The Firm shall provide City Attorney legal services at the will of the City Council. The Firm or the City may terminate this Agreement by providing thirty (30) days prior written notice to the other of its intent to terminate. 5. Administration. For ease and convenience of administration, and to the extent not in conflict with the City Council, the City Council hereby authorizes and designates the City Administrator to provide additional policy direction and instructions to the Designated Attorneys and the Firm in the administration of the duties of the City Attorney as set forth herein, and to manage and administer the terms and provisions of this Agreement on behalf of the City Council. 6. Insurance. The Firm shall maintain in full force and effect malpractice insurance coverage in an amount of not less than $2,000,000 per claim and $2,000,000 policy limit aggregate and shall from time -to -time provide the City with evidence of such insurance. 7. Notices. All notices under this Agreement shall be in writing and shall be provided to the City, attention City Administrator, at 55 S.E. 3rd Avenue Okeechobee, Florida 34974, and to the Firm, attention John J. Fumero, at 3001 PGA Boulevard, Suite 305, Palm Beach Gardens, Florida 33410. 8. Severability. If any provision or portion of this Agreement is held to be unconstitutional, invalid, or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed to be severable and shall remain in full force and effect. 9. Non -Liability for Costs and Expenses. The Firm shall be reimbursed by City for any actual reasonable and necessary expenses paid by the Firm in connection with the carrying out of its duties hereunder. 10. Appointment. The City Council hereby appoints the Designated Attorneys, through the Firm, as City Attorney for the City of Okeechobee. The City Administrator is directed and authorized to use and consult with the Firm for City. Page 2 of 7 11. Acknowledgement of Exclusion of Worker's Compensation Coverage. The Firm herein expressly agrees and acknowledges that it is an independent contractor. As such, it is expressly agreed and understood between the parties hereto, in entering into this professional services contract, that City shall not be liable to the Firm for any benefits or coverage as provided by the Worker's Compensation Law of the State of Florida. 12. Conflict of Interest. The Finn, by signing this Agreement, covenants that it has no public or private interest, direct or indirect, and shall not acquire directly or indirectly any such interest which shall conflict in any manner with the performance of the City Attorney's services and obligations under this Agreement. The Firm further agrees that, in the performance of this contract, no person having such an interest as described above shall be employed. 13. Public Records. The Firm shall maintain files, available for inspection by the City Administrator or his designee, containing documentation of costs and fees incurred in connection with this Agreement. In accordance with Chapter 119, Florida Statutes, any documents of any nature produced pursuant to this Agreement shall be a public record to the extent required by law. Anything that is produced by or developed in connection with this Agreement shall remain the exclusive property of the City and may not be copyrighted, patented, or otherwise restricted as provided by Florida Statutes. Neither the Firm nor any other individual employed under this Agreement shall have any proprietary interest in any product(s) delivered under this Agreement. The reasonable cost of preparing and photocopying the documents for the City may be charged for said services. 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: Lane Gamiotea, CMC, City Clerk, City of Okeechobee (863) 763-9814; lgamiotea(7a,cityofokeechobee.com; 55 S.E. 3" Avenue Room 100, Okeechobee, Florida 34974. 14. Amendments. Any party may, from time -to -time, request changes under this Agreement. Such changes, which are mutually agreed upon, shall be incorporated in written amendments to this Agreement. 15. Entire Agreement. This instrument, including any attachments, embodies the entire agreement of the parties. There are no other provisions, terms, conditions, or obligations. This Agreement supersedes all previous oral or written communications, representations or agreements on this subject. 16. Liability. The City shall defend the actions of the Firm in performing legal services on behalf of the City. As required by the City, the Firm shall maintain for their respective law firms, during the period of this Agreement, a professional liability insurance policy or policies professional liability coverage for the professional services to be rendered to Page 3 of 7 the City under this Agreement. 17. Powers Conferred on City Attorney. The Firm has the authority to file any papers necessary and proper in any action which it is authorized to prosecute or defend on behalf of the City, and the right and authority to do any and all things necessary and proper to protect the interest of the City. Any attorney employed by the Firm may provide legal support services or representation under this Agreement. 18. City Attorney Client. The City of Okeechobee, acting by and through its City Council, as a collegial body, shall be considered the Firm's client. The parties hereto have caused this City of Okeechobee Legal Services Agreement to be executed in duplicate this 'i' day of January 2020. Witness [Signature] 0 [Printed Name] Attest: NASON, YEAGER, GERSON, HARRIS & FUMERO, P.A. John J. Fumero, Esq. Partner CITY OF OKEECHOBEE, FLORIDA h By,6� `�Ci J By: I.' ; vDowling R. Watford, Jf., Mayor Lane Gamiotea, CMC,�City Clerk Page 4 of 7 Attachment A City Attorney Legal Services (A) The Firm will provide legal services as City Attorney to the City consistent with the Charter of the City. (B) The City Attorney retainer services described herein are to be provided in conjunction with efforts of the City Council, designated officials and staff of the City and designated officials from the City including the City Administrator and City Clerk. Additional Special Counsel Legal Services and Operational Review Services may also be provided by the Firm on an hourly basis, as specified in Attachment B, or as otherwise approved by the City Council. (C) City Attorney Legal Services shall encompass the following: (1) Prepare for and attend City Council meetings and workshops, attorney/client sessions, if and when deemed necessary, in addition to participate in the preparation and review of agendas for meetings of the City Council; and (2) Participate in Code Enforcement Board, Planning and Zoning/Board of Adjustment and Technical Review Committee Meetings; and (3) Review, and/or approve ordinances, resolutions, and contracts presented to the City Council; and (4) Participate in periodic conference calls at a time to be mutually determined by the City Administrator and City Attorney to identify and discuss outstanding issues, and City priorities; and (5) Provide legal advice to City Council members and participate in individual conference calls with City Council members in order to provide advice regarding upcoming City Council agenda items; and (6) Meetings with City Administrator and City staff, if and when necessary; and (7) Monitor and report on the progress of services handled or represented by other outside legal counsel. Page 5 of 7 Attachment B Compensation for City Attorney Services Monthly Fee The Firm will be compensated $9,400 per month for legal work described in the Scope of Services provided in Attachment A. 2. Legal work outside Scope of Services The Firm will be compensated for Special Counsel Legal Services that are outside of the Scope of Services described in Attachment A at a discounted, blended governmental hourly rate as follows: (a) $275 per hour of attorney time; and (b) $80 per hour of certified paralegal time. Costs and Expenses The Firm shall only charge for actual costs and expenses incurred and invoiced by this Finn on behalf of this engagement. Prior written authorization to proceed with Special Legal Counsel and Operation Review Services is required. Attachment 1 sets forth the most commonly incurred costs and expenses. The Firm may advance these costs and seek reimbursement, with the underlying documentation, in our billings. There shall be no other administrative fees or costs charged to the City. 4. Invoicing and Payment The Firm shall invoice the City on a monthly basis for services rendered and any expenses incurred in connection with the Firm's representation of the City. See Attachment 1. To ensure accountability and transparency, monthly invoicing shall provide detail on the individual who provided services, the amount of time incurred, and a summary of the services provided._ Page 6 of 7 ATTACHMENT 1 Cost/Expense Typical Charges Computer Research Actual usage. Court Reporters Direct invoice from vendor to client or paid from retainer. Delivery Charges Actual amount invoiced to firm. Mode of delivery based on need and economy. Messenger Service Actual amount invoiced to the firm. Overnight Express Actual amount invoiced to the film. Telefacsimile Outgoing: No charge Incoming: No charge Photocopying for large jobs more than 100 pages Inside copies: $0.25/page Outside services: Actual amount invoiced to firm. Secretarial Overtime No charge Telephone Charges Actual long distance. Temporary Help Actual amount invoiced to the firm. Travel-Local/Surface Reasonable mileage or actual rental charges. Travel -Out -of -Town Intrastate: Actual common carrier charges for coach. Interstate: Actual common carrier charges for business class. Meals/Accommodations: Lowest corporate seasonal rate available, reasonable business-related meal expenses. Word Processing No charge Other Expenses Actual cost invoiced to the firm. In selected cases, these items may be directly invoiced from vendor to client. Page 7 of 7