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#13-6045 VAB Contract (Bond, Schoeneck & King, PLLC) AGREEMENT 13-6045 Independent Legal Services for Value Adjustment Board (VAB) THIS AGREEMENT made and entered into this (ZO day of ►J , 2013, by and between Bond, Schoeneck & King, PLLC, hereinafter called the "Attorney" and Collier County, a political subdivision of the State of Florida, and the District School Board of Collier County, hereinafter collectively called the"Value Adjustment Board" (VAB). WITNESSETH: 1. COMMENCEMENT. This Agreement shall be for a two (2) year period, commencing on date of final execution, and terminating two (2) years from that date. The VAB, at its discretion, shall have the option to renew this contract after the initial term for one (1) additional two (2) year term. Such renewal shall be under the same terms and conditions. If any change in conditions is negotiated, said renewal will be contingent upon written approval of the Collier County Purchasing Department. 2. STATEMENT OF WORK. The Attorney shall provide Legal Counsel Services in accordance with the Scope of Services of Request for Proposal (RFP)13-6045 "Independent Legal Services for the Value Adjustment Board" and the Attorney's proposal hereto attached and incorporated herein by reference, as well as additional services as required and mutually agreed upon in writing by the VAB and Attorney. 3. COMPENSATION. The VAB shall pay the Attorney for the performance of this Agreement on an hourly basis at a rate of two hundred fifty dollars ($250.00) per hour after receipt of an itemized statement of services, in accordance with the cost proposal submitted in response to RFP 13-6045. The parties hereto will agree to the frequency of any periodic payments, and the annual maximum number of hours shall be fifty (50) hours or twelve thousand five hundred dollars ($12,500.00), unless prior approval is obtained from the Value Adjustment Board. Payments shall be made to the Attorney when an invoice or statement of hourly services is received by the Clerk to the VAB. 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 or copying expense of materials for mass dissemination. However, the parties hereto may agree to include additional expenses or services in this Agreement. 4. NOTICES. All notices from the VAB to the Attorney shall be deemed duly served if mailed or faxed to the Attorney at the following Address: F. Joseph McMackin III, Esq. Bond Schoeneck& King, PLLC 4001 Tamiami Trail, Suite 250 Naples, FL 34103 FAX: 239-659-3812 Telephone: 239-659-3861 Email:jmcmackin©bsk.com All Notices from the Attorney to the VAB shall be deemed duly served if mailed or faxed to: Clerk of the Circuit Court, as Clerk to the VAB Harmon Turner Building, 3299 Tamiami Trail East Suite 401 Naples, Florida 34112 Telephone: (239)252-8399 Fax: (239)252-8408 The Attorney and the VAB may change the above mailing address at any time upon giving the other party written notification. All notices under this Service 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, Fla. Stats, 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. 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 VAB 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 his 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 that s/he will 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 VAB in compliance with 194.015, Fla. Stat. 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 the requirements outlined in RFP#13- 6045 as follows: A. Commercial General Liability: Coverage shall have minimum limits of $500,000 Per Occurrence, Combined 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. Worker's Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. C. Professional Liability: Coverage shall have minimum limits of$1,000,000. Special Requirements: Collier County and the Value Adjustment Board 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 Purchasing Department 30 days prior to any expiration date. There shall be a thirty (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 Purchasing Department with certificates of insurance meeting the required insurance provisions. 12. INDEMNIFICATION. The Attorney, in consideration of One Hundred Dollars ($100.00), the receipt and sufficiency of which is accepted through the signing of this document, shall hold harmless and defend Collier County and the VAB, and its agents and employees from all suits and actions, including attorneys' fees and all costs of litigation and judgments of any name and description arising out of or incidental to the performance of this contract or work performed thereunder. This provision shall also pertain to any claims brought against the County and the VAB by any employee of the named Attorney, and Sub Attorney, or anyone directly or indirectly employed by any of them. The Attorney's obligation under this provision shall not be limited in any way by the agreed upon contract price as shown in this Contract or the Attorney limit of, or lack of, sufficient insurance protection. The first One Hundred Dollars ($100.00) of money received on the contract price is considered as payment of this obligation by the VAB. This section does not pertain to any incident arising from the sole negligence of the 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. CONTRACT ADMINISTRATION. This Agreement shall be administered by the Clerk to the VAB and the Collier County Purchasing Department. 14. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached component parts, all of which are as fully a part of the contract as if herein set out verbatim: Attorney's Proposal, Insurance Certificate(s), RFP 13-6045, "Independent Legal Counsel for Value Adjustment Board". 15. AMENDMENT. This Agreement can only be amended in a writing executed by all parties in the same manner as this original Agreement. IN WITNESS WHEREOF, the undersigned parties have each by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. DATED% "� BOAR' • •UN r COMMISSIONERS OF al : ciV1bHrE BROOK, CLERK COLLI . • , FLORIDA /// ► . . By: A� • to Ch. " •� Geor•rA. Hiller, Esq., Chairwoman API/741M4fb and legali Obvk , // • Assistant ounty •ttorney WITNESSES: COLLIER COUNTY DISTRICT SCHOOL BOARD (1) By: Signature Robert C. Spencer, Financial Officer Printed/Typed Name (2) Signature Printed/Typed Name WIT 4.SES: ��t�:1:L•"' •CK & KING, PLLC ,j Ct, -LL ' Lc{ By: %�i_ G (y,ligjba r , 1.' ignature d/T ed Na F oseph McMackin III. Esq. j i yp Typed signature and title Signature q CORPORATE SEAL Printed/Typed Name (Corporation only) DATED: COLLIER COUNTY VALUE ADJUSTMENT ATTEST: DWIGHT E. BROCK, CLERK BOARD By: Chairperson '�`R® CERTIFICATE OF LIABILITY INSURANCE 8 DATE/201 M(DDIYYYYI 3/8/2013 I THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME: Lynn McIntyre Haylor, Freyer&Coon, Inc. PHONE (aC.No.Ext):315-451-1500 (NC.No): 231 Salina Meadows Parkway E-MAIL P.O. Box 4743 ADDRESS:Imcintyrelphaylor.com Syracuse NY 13221-4743 INSURER(S)AFFORDING COVERAGE NAIC S INSURER A:Great Northern Insurance Co. 20303 INSURED INSURER B:Federal Insurance Company Bond Schoeneck&King PLLC INSURER C: Attn:Jan Heisler One Lincoln Center INSURER D Syracuse NY 13202 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1449378047 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADOL y VD POLICY NUMBER POLICY EFF POLICY EXP A GENERAL LIABILITY (MMIDDn'YYY) (MMIDD/YYYY► LIMITS Y 35978881 4/23/2012 4/23/2013 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES(Ea occurrence) $100,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) 55,000 PERSONAL 8 ADV INJURY S GENERAL AGGREGATE 52,000,000 —1 GEN'L AGGREGATE UMIT APPLIES PER: PRODUCTS-COMP/OP AGG 52,000,000 POLICY jFCOT LOC — S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $ ALL OWNED SSCCHHEEDULED BODILY INJURY(Per person) S NON-OWNED BODILY INJURY(Per accident) $ HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ (Per accident) S UMBRELLA LIAB OCCUR EACH OCCURRENCE 5 EXCESS UAB CLAIMS-MADE AGGREGATE DED RETENTION$ $ $ B WORKERS COMPENSATION 71725227 4/23/2012 4/23/2013 X STATU- I IO - TH AND EMPLOYERS'LIABILITY I TORY I IMITS FR Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE n E. OFFICER/MEMBER EXCLUDED? N/A L.EACH ACCIDENT $500,000 (Mandatory In NH) K h°urnder E.L DISEASE-EA EMPLOYEE 5500,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 A Property 35978881 4/23/2012 4/23/2013 Blanket Bldg&Cta $20,315,511 Special Coverage DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is Forms enclosed:80-022367(04/01), required) Contract#1306045 Independent Legal Services for VAB CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier COUn THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ACCORDANCE WITH THE POLICY PROVISIONS. Purchasing Department 3327 Tamiami Trail East Naples FL 34112 AUTHORIZED REPRESENTATIVE i 4,4:-. L/5:,,,, ,/ , m 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 1 A�° CERTIFICATE OF LIABILITY INSURANCE DATE 03/0820113Dmrr) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in Ileu of such endorsement(s). PRODUCER CONTACT `MARSH USA,INC. NAME: 507 PLUM STREET,SUITE 110 PHONE FAX (A/C.No Ertl: _ IA/C.No): SYRACUSE,NY 13204 E-MAIL Attn:Upstate.certrequest @Marsh.com Fax: 212-948-0931 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC a 022539-1M-12-13 INSURER A:CNA Insurance Companies 02186 INSURED BOND,SCHOENECK&KING,PLLC INSURER e ATTN:JANNETTE HEISLER INSURER C: ONE LINCOLN CENTER SYRACUSE,NY 13202 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-006594273-01 REVISION NUMBER:3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR LTR TYPE OF INSURANCE INSR VD POLICY NUMBER IMM POUCY W D/YYYY1 IMMIDD/YYYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE S COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES(Ea occurrence) $ CLAIMS MADE OCCUR MED EXP(Any one person) S PERSONAL&ADV INJURY S GENERAL AGGREGATE S GEM.AGGREGATE LIMIT APPLIES PER: POLICY n P Ca n LOC PRODUCTS-COMP/OP AGG S S AUTOMOBILE LIABIIJTY Ea BINEEnDtlSINGLE LIMIT acc ANY AUTO BODILY INJURY(Per person) S ALL OWNED —SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) S HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE S (Per accident) _ UMBRELLA LIAR OCCUR —' EACH OCCURRENCE S EXCESS LI1B CLAIMS-MADE AGGREGATE S DED RETENTION S WORKERS COMPENSATION S AND EMPLOYERS'LIABILITY /N TORY I MIUTS I O RH- OFFICER/MEM EREEXC EXCLUDED? ECG n N/A E.L.EACH ACCIDENT S (Mandatory In NH) If yes,desalbe under E.L.DISEASE-EA EMPLOYEE S DESCRIPTION OF OPERATIONS below E.L DISEASE-POUCY LIMIT S A PROFESSIONAL INDEMNITY 132345145 08/15/2012 08/15/2013 EACH CLAIM-NOT LESS THAN 1,000,000 AGGREGATE 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Addltlonal Remarks Schedule,If more space Is required) RE:Contract#13-6045'Independent Legal Services for Value Adjustment Soard(VAB)' CERTIFICATE HOLDER CANCELLATION Collier County Purchasing Department SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3327 Purchasing Di Trail East THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Naples,FL 34112-4901 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Renee M.Impagiia ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD The Florida Bar JOHN F.$ARHNESS,JR. 651 EAST JEFFERSON STREET oiii F. IVE DIRECTOR TALLAHASSEE,FLORIDA 32399-2300 850/561-5600 WWWFLORIDABAR..ORG State of Florida ) County of Leon ) In Re: 163810 F. Joseph McMackin, III Bond,Schoeneck& King 4001 Tamiami Trl. N., Ste. 250 Naples, FL I HEREBY CERTIFY that I am the duly appointed custodian of membership records of The Florida Bar. I FURTHER CERTIFY that the records in the office of the Clerk of the Supreme Court of Florida indicate that said attorney was admitted to practice law in the State of Florida on October 18, 1973. I FURTHER CERTIFY that the records in the office of The Florida Bar indicate that the above attorney is an active member of The Florida Bar in good standing. Dated this I Si-- day of February, 2013. j4/1%),i0pd ,21191StOU Willie Mae Shepherd Supervisor, Membership Records The Florida Bar WMS/KLCF1:R10 "1"it4ftl .1 \Ind The Florida Bar JOHN F.HARKNESS,JR, 651 EAST JEFFERSON STREET JOHN F.HA DIRECTOR TALLAHASSEE,FLORIDA 32399-2300 850/561-5600 www.FLORIDABAR.ORG State of Florida ) County of Leon ) In Re: 720984 James Francis Morey Bond, Schoeneck &King PLLC 4001 Tamiami Trl. N., Ste. 250 Naples, FL I HEREBY CERTIFY that I am the duly appointed custodian of membership records of The Florida Bar. I FURTHER CERTIFY that the records in the office of the Clerk of the Supreme Court of Florida indicate that said attorney was admitted to practice law in the State of Florida on April 21, 2004. I FURTHER CERTIFY that the records in the office of The Florida Bar indicate that the above attorney is an active member of The Florida Bar in good standing. Dated this S- day of February, 2013. jitteirtiOp, F1■OU Willie Mae Shepherd Supervisor, Membership Records The Florida Bar WMS/KLCF1:R10 MEMORANDUM Date: March 18, 2013 To: Kamela Patton, Superintendent of Schools Collier County Public School District From: Martha Vergara, Deputy Clerk Minutes and Records Re: Agreement #13-6045 Independent Legal Services for Value Adjustment Board (VAB) Enclosed please find two (2) original documents as referenced above, (Agenda Item #16E4) approved by the Board of County Commissioners on Tuesday, March 12, 2013 and also set for review by the Collier County School Board at their meeting on Tuesday, March 19, 2013. Kindly forward the attached documents for the required signature(s) by the appropriate party and return the fully executed originals to the following address for further execution by the Value Adjustment Board (VAB): Minutes & Records Department 3299 Tamiami Trail East Suite 401 Naples, FL 34112 If you should have any questions, please call me at 252-7240. Thank you. Enclosure(s) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP _ TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT T(Ut .'� '1\F t D THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE q x tr; � "^� :. � � �� €sue.€.s 3� � � �� �a,� ,� i Routed by Purchasing Department to Office Initials Date the Following Addressee(s)(In routing order) 1. Risk Management 4. Risk a//205 2. County Attorney Office * County Attorney Office 3. BCC Office 9. Board of County Commissioners r ( 3 4. Minutes and Records AK, Clerk of Court's Office 3 1.)(-- 16 5. Return to Purchasing Department Purchasing Contact: Diana DeLeon f-ta se PRIMARY CONTACT INFORMATION "ks Name of Primary Diana DeLeon for Joanne Markiewicz, Phone Number 252-8375 Purchasing Staff March 12,2013 Contact and Date Agenda Date Item was March 12,2013 \ Agenda Item Number 16.E. Approved by the BCC Type of Document Contract Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract 13-6045 Bond, number if document is NumberNendor Name Schoeneck&King to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? kat 1-- 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address; Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman, with the exception of most letters,must be reviewed and signed '(, by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's Office and all other parties except the BCC Chairman and the Clerk to the Board 11/4)1 5. The Chairman's signature line date has been entered as the date of BCC approval of the C document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's signature and initials are required. 7. In most cases(some contracts are an exception),an electronic copy of the document and this routing slip should be provided to the County Attorney's Office before the item is input into SIRE. 8. The document was approved by the BCC on the date above and all changes made during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes, if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC, all changes directed by the BCC have been made,and the document is ready for the 4 Chairman's signature. MAR 1 2 2013k ip N A� E AEN AGREEMENT 13-6045 Independent Legal Services for Value Adjustment Board (VAB) 1 6 E THIS AGREEMENT made and entered into this _ 'day of 1444LOAA , 2013, by and between Bond, Schoeneck & King, PLLC, hereinafter called the "Attorney" and Collier County, a political subdivision of the State of Florida, and the District School Board of Collier County, hereinafter collectively called the"Value Adjustment Board" (VAB). WITNESSETH: 1. COMMENCEMENT. This Agreement shall be for a two (2) year period, commencing on date of final execution, and terminating two (2) years from that date. The VAB, at its discretion, shall have the option to renew this contract after the initial term for one (1) additional two (2) year term. Such renewal shall be under the same terms and conditions. If any change in conditions is negotiated, said renewal will be contingent upon written approval of the Collier County Purchasing Department. 2. STATEMENT OF WORK. The Attorney shall provide Legal Counsel Services in accordance with the Scope of Services of Request for Proposal (RFP)13-6045 "Independent Legal Services for the Value Adjustment Board" and the Attorney's proposal hereto attached and incorporated herein by reference, as well as additional services as required and mutually agreed upon in writing by the VAB and Attorney. 3. COMPENSATION. The VAB shall pay the Attorney for the performance of this Agreement on an hourly basis at a rate of two hundred fifty dollars ($250.00) per hour after receipt of an itemized statement of services, in accordance with the cost proposal submitted in response to RFP 13-6045. The parties hereto will agree to the frequency of any periodic payments, and the annual maximum number of hours shall be fifty (50) hours or twelve thousand five hundred dollars ($12,500.00), unless prior approval is obtained from the Value Adjustment Board. Payments shall be made to the Attorney when an invoice or statement of hourly services is received by the Clerk to the VAB. 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 or copying expense of materials for mass dissemination. However, the parties hereto may agree to include additional expenses or services in this Agreement. 4. NOTICES. All notices from the VAB to the Attorney shall be deemed duly served if mailed or faxed to the Attorney at the following Address: F. Joseph McMackin III, Esq. Bond Schoeneck & King, PLLC 4001 Tarriiaiili Ti Suite 250 Naples, FL 34103 FAX: 239-659-3812 Telephone: 239-659-3861 Email: jmcmackin @bsk.com All Notices from the Attorney to the VAB shall be deemed duly served if mailed or faxed to: Clerk of the Circuit Court, as Clerk to the VAB Harmon Turner Building, 3299 Tamiami Trail East Suite 401 Naples, Florida 34112 Telephone: (239) 252-8399 Fax: (239) 252-8408 16E 4 ti The Attorney and the VAB may change the above mailing address at any time upon giving the other party written notification. All notices under this Service 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, Fla. Stats, 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. 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 VAB 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 his 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 that s/he will 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 VAB in compliance with 194.015, Fla. Stat. 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 the requirements outlined in RFP#13- 6045 as follows: A. Commercial General Liability: Coverage shall have minimum limits of $500,000 Per Occurrence, Combined 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. Worker's Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. C. Professional Liability: Coverage shall have minimum limits of$1,000,000. Special Requirements: Collier County and the Value Adjustment Board 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 4 ' 16E be maintained by Attorney during the duration of this Agreement. Renewal certificates shall be sent to the Purchasing Department 30 days prior to any expiration date. There shall be a thirty (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 Purchasing Department with certificates of insurance meeting the required insurance provisions. 12. INDEMNIFICATION. The Attorney, in consideration of One Hundred Dollars ($100.00), the receipt and sufficiency of which is accepted through the signing of this document, shall hold harmless and defend Collier County and the VAB, and its agents and employees from all suits and actions, including attorneys' fees and all costs of litigation and judgments of any name and description arising out of or incidental to the performance of this contract or work performed thereunder. This provision shall also pertain to any claims brought against the County and the VAB by any employee of the named Attorney, and Sub Attorney, or anyone directly or indirectly employed by any of them. The Attorney's obligation under this provision shall not be limited in any way by the agreed upon contract price as shown in this Contract or the Attorney limit of, or lack of, sufficient insurance protection. The first One Hundred Dollars ($100.00) of money received on the contract price is considered as payment of this obligation by the VAB. This section does not pertain to any incident arising from the sole negligence of the 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. CONTRACT ADMINISTRATION. This Agreement shall be administered by the Clerk to the VAB and the Collier County Purchasing Department. 14. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached component parts, all of which are as fully a part of the contract as if herein set out verbatim: Attorney's Proposal, Insurance Certificate(s), RFP 13-6045, "Independent Legal Counsel for Value Adjustment Board". 15. AMENDMENT. This Agreement can only be amended in a writing executed by all parties in the same manner as this original Agreement. 16E 4 " IN WITNESS WHEREOF, the undersigned parties have each by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. i:14f, DATED BOARD OF UNTY COMMISSIONERS OF ATTEST,DWIGHT E: .ROCK, CLERK COLLIER CO , FXORIDA MatriaiS 1 1 1 B ' + ' ,1, '' 10 Georgia A. iller, Esq., Chairwoman sIirfalre01 / ` proSied as to'farm and le!ality•, .44 .. J1 1/ Assistant County Attor ey WITNESSES: COLLIER COUNTY DISTRICT SCHOOL BOARD Ap , L (/ C Y B Ch. 11111Wl►n'as Signature $aK t \ c , ,, c QQ � Barbara Berry, Board Chai Printed/Typed Name R ► N` 1.4 , O2 '�/� ignature�J c\ -s.54.( Printed/Typed Name t! i P. K & :ING, PLLC WITNE S: • f�ctSignktur(- ` nature k(t .seph ignature III, Esq. Printed/Typed Naned yped signature and title (2) r Signature CORPORATE SEAL Printed/Typed Name (Corporation only) DATED` 't' fin COL IE- COUNTY VALUE ADJUSTMENT ,,. BOARD I A : .ST: DWIGHT:-E. BROCK, CLERK ' rr, ■? By: ► ,'• Ch.V. on A t a3 i° J'" 1 s 5!€�iiu 1 _6E __ 4_ 4_, A ® CERTIFICATE OF LIABILITY INSURANCE 3/DATE(M /Y /DDYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT ,. NAME: Lynn McIntyre Naylor, Freyer&Coon, Inc. PHONE NNo.Ext1:315-451-1500 (ac, No): 231 Salina Meadows Parkway -AI P.O. Box 4743 E :mcn tY re ha lor.com Syracuse NY 13221-4743 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Great Northern Insurance Co. 0303 INSURED INSURER B:Federal Insurance Company , Bond Schoeneck&King PLLC INSURER C: Attn: Jan Heisler INSURER D: One Lincoln Center Syracuse NY 13202 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1449378047 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) LIMITS A GENERAL LIABILITY Y 35978881 4/23/2012 4/23/2013 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $100,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $ GENERAL AGGREGATE $2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 , POLICY IFCT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS _. AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ (Per accident) I—_ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ g WORKERS COMPENSATION 71725227 4/23/2012 4/23/2013 X WC STATU- TORY LIMITS OTH- ER AND EMPLOYERS'LIABIUTY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE NIA E.L.EACH ACCIDENT $500,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 A Property 35978881 4/23/2012 4/23/2013 Blanket Bldg&Cts $20,315,511 Special Coverage DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) 11 j Forms enclosed: 80-022367(04/01), Contract#1306045 Independent Legal Services for VAB CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County ACCORDANCE WITH THE POLICY PROVISIONS. Purchasing Department 3327 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples FL 34112 /-1-te' D A:114 l/ i ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 16E 4 A CERTIFICATE OF LIABILITY INSURANCE DATE /YYYY) 03!08/2013/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT *MARSH USA,INC. NAME: PHONE FAX 507 PLUM STREET,SUITE 110 (A/C.No.Ext): (A/C,No): SYRACUSE,NY 13204 E-MAIL Attn:Upstate.certrequest @Marsh.com Fax: 212-948-0931 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# 022539-1M-12-13 INSURER A:CNA Insurance Companies 02186 INSURED INSURER B: BOND,SCHOENECK&KING,PLLC ATTN:JANNETTE HEISLER INSURER C: ONE LINCOLN CENTER INSURER D: SYRACUSE,NY 13202 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-006594273-01 REVISION NUMBER:3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR JN /Y SR WVD POLICY NUMBER IMM/DDYYY) (MM/DD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ RO- POLICY JECT LOC $ A COMBINED SINGLE LIMIT AU LIABILITY (Ea accident) _ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ (Per accident) $ UMBRELLA LIAB _ OCCUR -EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE N N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A PROFESSIONAL INDEMNITY 132345145 08/15/2012 08/15/2013 EACH CLAIM-NOT LESS THAN 1,000,000 AGGREGATE 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space is required) RE:Contract#13-6045"Independent Legal Services for Value Adjustment Soard(VAB)" CERTIFICATE HOLDER CANCELLATION Collier County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Purchasing Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3327 Tamiami Trail East ACCORDANCE WITH THE POLICY PROVISIONS. Naples,FL 34112-4901 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Renee M.Impaglia /��wc'97•. I ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 16E 4 Yir tipRljj9: 1 The Florida Bar 651 EAST JEFFERSON STREET JOHN F.HARKNESS,JR. TALLAHASSEE,FLORIDA 32399-2300 850/561-5600 EXECUTIVE DIRECTOR WWW.FLORIDABAR.ORG State of Florida ) County of Leon ) In Re: 163 810 F. Joseph McMackin, III Bond,Schoeneck & King 4001 Tamiami Trl. N., Ste. 250 Naples, FL I HEREBY CERTIFY that I am the duly appointed custodian of membership records of The Florida Bar. I FURTHER CERTIFY that the records in the office of the Clerk of the Supreme Court of Florida indicate that said attorney was admitted to practice law in the State of Florida on October 18, 1973. I FURTHER CERTIFY that the records in the office of The Florida Bar indicate that the above attorney is an active member of The Florida Bar in good standing. Dated this 13+-- day of February, 2013. 2,1914,4 Willie Mae Shepherd Supervisor, Membership Records The Florida Bar WMS/KLCF1:R10 16E 4 The Florida Bar 651 EAST JEFFERSON STREET JOHN F.HARKNESS,JR. TALLAHASSEE,FLORIDA 32399-2300 850/561-5600 EXECUTIVE DIRECTOR WWW.FLORIDABAR.ORG State of Florida ) County of Leon ) In Re: 720984 James Francis Morey Bond, Schoeneck &King PLLC 4001 Tamiami Trl. N., Ste. 250 Naples, FL I HEREBY CERTIFY that I am the duly appointed custodian of membership records of The Florida Bar. I FURTHER CERTIFY that the records in the office of the Clerk of the Supreme Court of Florida indicate that said attorney was admitted to practice law in the State of Florida on April 21, 2004. I FURTHER CERTIFY that the records in the office of The Florida Bar indicate that the above attorney is an active member of The Florida Bar in good standing. Dated this I Si- day of February, 2013. Willie Mae Shepherd Supervisor, Membership Records The Florida Bar WMS/KLCF 1:R 10