#17-7046 (Cosby - VAB Services) AGREEMENT 17-7046
for
Independent Legal Services for the Value Adjustment Board (VAB)
THIS AGREEMENT, made and entered into on this 1st day of June 2017, by and between
Holly E. Cosby, P.A., hereinafter called the "Attorney" authorized to do business in the State
of Florida, and the Collier County Value Adjustment Board; consisting of members from the
Collier County Board of County Commissioners, a political subdivision of the State of Florida,
and a member from the District School Board of Collier County, one Homesteaded Citizen
member and one Business Citizen member, hereinafter collectively called the "Value
Adjustment Board" (VAB).
WITNESSETH:
1. AGREEMENT TERM. The Agreement shall be for a three (3) year period, commencing
on June 1, 2017 and terminating on May 31, 2020.
The Value Adjustment Board (VAB) may, at its discretion and with the consent of the
Attorney, renew the Agreement under all of the terms and conditions contained in this
Agreement for one (1) additional two (2) year period. The County shall give the Attorney
written notice of the VAB's intention to renew the Agreement term prior to the end of the
Agreement term then in effect.
The County Manager, or his designee, may at his discretion, extend the Agreement
under all of the terms and conditions contained in this Agreement for up to one hundred
and eighty (180) days. The County Manager, or his designee, shall give the Attorney
written notice of the County's intention to extend the Agreement term prior to the end of
the Agreement term then in effect.
2. STATEMENT OF WORK. The Attorney shall provide Legal Services to the Value
Adjustment Board in accordance with the terms and conditions of Request for
Proposal (RFP) #17-7046, and the Attorney's proposal referred to herein and made an
integral part of this Agreement. This Agreement contains the entire understanding
between the parties and any modifications to this Agreement shall be mutually agreed
upon in writing by the Parties, in compliance with the County's Procurement Ordinance,
as amended, and the Procurement Procedures in effect at the time such services are
authorized.
3. COMPENSATION. The VAB shall pay the Attorney for the performance of this
Agreement on an hourly basis at a rate of two hundred twenty-five dollars ($225.00) per
hour after receipt of an itemized statement of services. The parties hereto will agree to
the frequency of any periodic payments. Payment will be made to Attorney upon receipt
of a proper invoice or statement of hourly services provided and upon approval by the
Clerk to the VAB or his designee, and in compliance with Chapter 218, FL Statutes,
otherwise known as the "Local Government Prompt Payment Act."
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Attorney agrees to pay for ordinary expenses incurred, including, but not limited to,
costs of mailing, copies, facsimiles, telephone expenses, document delivery (e.g.,
FEDEX, etc.) and secretarial services. Ordinary expenses as used herein shall not
include the mailing of copying expense of materials for mass dissemination. However,
the parties hereto may agree to include additional expenses or services in this
Agreement by mutual consent.
4. NOTICES. All notices from the County to the Attorney shall be deemed duly served if
mailed or faxed to the Attorney at the following address:
Law Office of Holly E. Cosby, P.A.
Attention: Holly E. Cosby, P.A.
Address: 602 Center Road
Ft. Myers, FL 33907
Telephone: 239-931-0006
Facsimile: 239-418-0006
Email: hollyRcosbylaw.com
All Notices from the Attorney to the VAB shall be deemed duly served if mailed or faxed
to the Value Adjustment Board at the following address:
Clerk to the Value Adjustment Board
Administration Building "F"
3299 Tamiami Trail East
Suite 401
Naples, FL 34112
Telephone: (239) 252-8399
Fax: (239) 252-8408
The Attorney and the Value Adjustment Board, or County, may change the above stated
mailing address at any time upon giving the other party written notification. All notices
under this Agreement must be in writing.
5. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between Collier County or the District School Board and the Attorney or to
constitute the Attorney as an agent of Collier County or the District School Board.
6. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Attorney. Payment
for all such permits issued by the County and all non-County permits necessary for the
prosecution of the Work shall be procured and paid for by the Attorney. The Attorney
shall also be solely responsible for payment of any and all taxes levied on the Attorney.
In addition, the Attorney shall comply with all rules, regulations and laws of Collier
County, the State of Florida, or the U.S. government now in force or hereafter adopted.
The Attorney agrees to comply with all laws governing the responsibility of an employer
with respect to persons employed by the Attorney.
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7. NO IMPROPER USE. The Attorney will not use, nor suffer or permit any person to use
in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Attorney or
if the VAB or its authorized representative shall deem any conduct on the part of the
Attorney to be objectionable or improper, the County shall have the right to suspend the
contract of the Attorney. Should the Attorney fail to correct any such violation, conduct,
or practice to the satisfaction of the VAB within twenty-four (24) hours after receiving
notice of such violation, conduct, or practice, such suspension to continue until the
violation is cured.
8. TERMINATION. Should the Attorney be found to have failed to perform the services in
a manner satisfactory to the VAB as per the requirements of this Agreement, the VAB
may terminate said Agreement immediately for cause; further the VAB may terminate
this Agreement for convenience with a thirty (30) day written notice. The VAB shall be
sole judge of non-performance.
9. CONTINUED REPRESENTATION. In the event suspension or termination occurs,
Attorney agrees to continue representation of the VAB, as needed, to make
determinations regarding the suspension, and/or until such time as a replacement
counsel can be appointed by the Value Adjustment Board (VAB) in compliance with
§194.015, Florida Statute.
10. NO DISCRIMINATION. The Attorney agrees that there shall be no discrimination as to
race, sex, color, creed or national origin.
11. INSURANCE. The Attorney shall provide insurance as per requirements outlined in
RFP #17-7046 as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $500,000
Per Occurrence, $2,000,000 aggregate Single Limit of Bodily Injury Liability and
Property Damage Liability. This shall include Premises and Operations; Independent
Attorneys; Products and Completed Operations and Contractual Liability.
B. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $100,000 for
each accident. -t-ru lah1.4 cf-
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C. Professional Liability: Coverage shall have minimum limits of/01,000,000.
Special Requirements: Collier County shall be listed as the Certificate Holder and
included as an Additional Insured on the Comprehensive General Liability Policy.
Current, valid insurance policies meeting the requirement herein identified shall be
maintained by Attorney during the duration of this Agreement. Renewal certificates shall
be sent to the County thirty (30) days prior to any expiration date. There shall be a thirty
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(30) day notification to the County in the event of cancellation or modification of any
stipulated insurance coverage.
Attorney shall ensure that all Attorneys engaged in providing services under this
contract shall comply with the same insurance requirements. The same Attorney
shall provide the Collier County Procurement Services Division with certificates of
insurance meeting the required insurance provisions.
12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Attorney
shall indemnify and hold harmless Collier County and the VAB, its officers and
employees from any and all liabilities, damages, losses and costs, including, but not
limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any
claimed breach of this Agreement by Attorney, any statutory or regulatory violations, or
from personal injury, property damage, direct or consequential damages, or economic
loss, to the extent caused by the negligence, recklessness, or intentionally wrongful
conduct of the Attorney or anyone employed or utilized by the Attorney in the
performance of this Agreement. This indemnification obligation shall not be construed to
negate, abridge or reduce any other rights or remedies which otherwise may be
available to an indemnified party or person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County or the VAB.
12.1 The duty to defend under this Article 12 is independent and separate from the duty
to indemnify, and the duty to defend exists regardless of any ultimate liability of the
Attorney, VAB and any indemnified party. The duty to defend arises immediately upon
presentation of a claim by any party and written notice of such claim being provided to
Attorney. Attorney's obligation to indemnify and defend under this Article 12 will survive
the expiration or earlier termination of this Agreement until it is determined by final
judgment that an action against the VAB or an indemnified party for the matter
indemnified hereunder is fully and finally barred by the applicable statute of limitations.
13. AGREEMENT ADMINISTRATION. This Agreement shall be administered by the Clerk
to the VAB and the Collier County Procurement Services Division.
14. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the
following component parts, all of which are as fully a part of the Agreement as if herein
set out verbatim: Attorney's Proposal, Insurance Certificate(s), and RFP #17-7046
"Independent Legal Services to the Value Adjustment Board", including Scope of Work.
15. AMENDMENT. This Agreement can only be amended in writing, executed by all parties
in the same manner as this original Agreement.
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IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized
person or agent, have executed this Agreement on the date and year first written above.
ATTEST: COLLIER COUNTY
DWIGHT E. BROCK, CLERK VALUE ADiJUSTMENT BOARD
By:
1.0( eqtA-A-Ise1/4., I.."
Deputy Clerk Penny Taylor, %hair4mg
Attest 3§to ChairITIZO.: -:' r
signature oily.-
Approved as to Form and Legality:
f .—.el, 4
VP : Ai «they A
ATTORNEY: Holly E. Cosby, P.A.
By: CI - li GGiA__
Holly E. Cosby, P.A.
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