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Contract 2025-015ACITY OF CLERMONT CONTRACT FOR LEGAL SERVICES THIS CONTRACT FOR LEGAL SERVICES (this "Contract") is made upon the signing of the parties by and between the City Council of the City of Clermont, Florida, a Florida municipal corporation, hereinafter referred to as the City, and WAUGH PLLC, a Florida professional limited liability company, authorized to do business in the State of Florida, hereinafter referred to as the Contractor, whose address is 201 E. Pine Street, Suite 315, Orlando, FL 32801, hereinafter referred to as the Contractor. In consideration of the mutual promises contained herein, the City and the Contractor agree that the Contractor will provide legal services for the City of Clermont as more specifically set forth in Exhibit A, Scope of Work, of this Contract, attached hereto and by reference, made part hereof. ARTICLE 1 - TERM OF CONTRACT This contract shall become effective upon the date of the last signature and shall continue indefinitely unless either party chooses to exercise its rights under Article 23, Termination. ARTICLE 2 - CONTRACT ADMINISTRATION Administration of this Contract shall be under the general direction of the City Manager, or his/her designees, who shall act as the City's representative during the performance of this Contract. The Contract Administrator for the Contractor is Christian W. Waugh, who will serve as the City Attorney pursuant to this Contract. Each party to this Contract agrees to provide written notification within fifteen (15) days, should the representative of either party change during the term of the Contract. ARTICLE 3 - SCOPE OF WORK The Contractor shall do, perform, deliver and carry out, in a professional manner, the type of projects, products, services as set forth in Exhibit A, Scope of Services, attached hereto, and, by reference, made part of the contract. ARTICLE 4 - PAYMENTS TO CONTRACTOR The City shall pay the Contractor for professional services in accordance with the fee schedule set forth in Exhibit B, Fee Schedule, attached hereto, and, by reference, City Attorney Contract Page 1 of 13 made part of the contract. The Contractor will invoice the City monthly as described in Exhibit B, Fee Schedule. Invoices received from the Contractor pursuant to this Contract will be attested and approved by the Contract Administrator, indicating that the services being invoiced are in conformity with the Contract. The invoices will then be sent to the Finance Department for payment within thirty (30) days from receipt by the City. Invoices not in accordance with the terms of the contract will be returned to the Contractor for correction. ARTICLE 5 — TRUTH -IN -NEGOTIATION CERTIFICATE Signature of this Contract by the Contractor shall act as the execution of a truth - in -negotiation certificate certifying that the wage and rates and costs used to determine the compensation provided for in this Contract are accurate, complete and current as of the date of the Contract. ARTICLE 6 — INSURANCE, PERMITS & LICENSES In the performance of work and services under this Agreement, Contractor agrees to comply with all Federal, State and Local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement that are applicable to Contractor, its employees, agents or subcontractors, if any, with respect to the work and services described herein. Contractor shall maintain in full force and effect during the life of the Contract, Worker's Compensation insurance covering all employees in performance of work under the Contract. Contractor shall make this same requirement of any of its subcontractors. Contractor shall indemnify and save the City harmless for any damage resulting to them for failure of either Contractor or any subcontractor to take out or maintain such insurance. The following are required types and minimum limits of insurance coverage that the Contractor agrees to maintain during the term of this Contract: COVERAGE MINIMUM LIMITS General Liability Professional Liability $1,000,000/incident $1,000,000/incident Worker's Compensation Statutory Statutory coverage for Worker's Compensation Insurance means covering all employees and providing benefits as required by Florida Statute, Chapter 440, regardless of the size of the company (number of employees). The Contractor further agrees to be responsible City Attorney Contract Page 2 of 13 for employment, control and conduct of its employees and for any injury sustained by such employees in the course of their employment. Contractor will provide copies of his occupational license(s) to the Finance Director. Neither Contractor nor any subcontractor shall commence work under this Contract until they have obtained all insurance required under this section and have supplied the City's Contract Administrator with evidence of such coverage in the form of a Certificate of Insurance and endorsement. ARTICLE 8 - NONDISCRIMINATION The Contractor warrants and represents that it complies with all Federal and State requirements concerning fair employment and will not discriminate by reason of race, color, religion, sex, age, national origin, or physical handicap. ARTICLE 9 - DRUG FREE WORKPLACE In accordance with §287.087, Fla. Stat., the Contractor warrants that it is a drug free workplace. ARTICLE 10 PUBLIC ENTITY CRIME INFORMATION STATEMENT A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in §287.017, Fla. Stat., for a period of 36 months from the date of being placed on the convicted vendor list. ARTICLE 11 - EXCUSABLE DELAYS The Contractor shall not be considered in default by reason of any failure in performance if such failure arises out of causes reasonably beyond the Contractor's control and without its fault or negligence. Such causes may include, but are not limited to: Acts of God; the City's omissive and commissive failures; natural or public health emergencies; labor disputes; freight embargoes; and severe weather conditions. If failure to perform is caused by the failure of the Contractor's subcontractor(s) to perform or make progress, and if such failure arises out of causes reasonably beyond the control of the City Attorney Contract Page 3 of 13 Contractor and its subcontractor(s) and is without fault or negligence of either of them, the Contractor shall not be deemed to be in default. ARTICLE 12 - ARREARS The Contractor shall not pledge the City's credit or make it guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. The Contractor further warrants and represents that it has no obligation for indebtedness that would impair its ability to fulfill the terms of this Contract. ARTICLE 13 - WARRANTY The Contractor warrants that all services shall be performed by skilled and competent personnel to the standards in the field and that all licensing and professional certifications required are maintained during the term of the Contract. The Contractor shall represent no private individual or legal entity before the City in any proceeding matter. ARTICLE 14 -ASSIGNMENT This Contract may not be assigned without the prior written consent of the City. Any attempt to assign this Contract without prior written consent of the City shall render the Contract null and void with respect to the attempted assignee. The City shall not unreasonably withhold consent provided that the Contractor provides City with information it requires including, but not limited to, a sample contract from the proposed assignee, proposed fee schedule, operating history of the assignee and a contact person representing the assignee. This information shall be provided at least sixty (60) days -prior to the target date for assignment by the Contractor. ARTICLE 15 - DISCLOSURE AND OWNERSHIP OF DOCUMENTS The Contractor shall deliver to the City for approval and acceptance, and before eligibility for final payment of any amounts due, all documents and materials prepared by and for the City under this Contract. All written and oral information not in the public domain or not previously known, and all information and data obtained, developed, or supplied by the City or at its expense will be kept confidential by the Contractor and will not be disclosed to any other party, directly or indirectly, without the City's prior written consent unless required by a lawful order or by applicable public records laws. All drawings, maps, sketches, and other data developed, or purchased, under this Contract or at the City's expense shall be and remains its property and may be reproduced and reused at the discretion of the City. City Attorney Contract Page 4 of 13 All original notes, designs, drawings, maps, reports, technical papers, and/or other items or data developed by the Contractor in performing under this Contract, along will all copies thereof, shall be prepared exclusively for the City and upon delivery to the City by the Contractor whether at the completion of work, or at any other time, shall become the exclusive property of the City, again, subject to public records laws. No reports, data, programs or other materials produced in whole or in part under this agreement shall be subject to copyright by the Contractor in the United States or in any other country. The City or its assigns shall have the unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, for the specific purposes intended, any reports, data, programs or other material prepared under this agreement. All final writings, maps, charts, reports, computer programs, base maps, aerial photography and any other documentation prepared under this agreement, if any, shall become the property of the City after final payment. For the avoidance of doubt, Contractor expressly understands records associated with this Contract are public records and agrees to comply with Florida's Public Records Law, to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the services contemplated herein. (b) Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of Contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. Contractor shall use reasonable efforts to provide all records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. City Attorney Contract Page 5 of 13 ARTICLE 16 - INDEPENDENT CONTRACTOR The Contractor agrees that it is an Independent Contractor with respect to the services provided pursuant to this Contract, and not an employee, agent, or servant of the City. All persons engaged in any of the work or services performed shall at all times, and in all places, be subject to the Contractor's sole direction, supervision, and control. The Contractor shall exercise control over the means and manner in which it and its employees perform the work; the City's interest is in the results obtained. Nothing in this agreement shall be considered to create the relationship of employer and employee between the parties. ARTICLE 17 - SUBCONTRACTORS No part of this Contract shall be sublet without the prior express written approval of the City. If the Contractor shall sublet any portion of this Contract, the Contractor shall be as fully responsible to the City for acts and omissions of a subcontractor, and of persons either directly or indirectly employed by the subcontractor, as the Contractor is for its own acts and omissions and the acts and omissions of persons employed directly or indirectly by the Contractor. The subcontractor is subject to the same contractual provisions as is the Contractor under this Contract, including but not limited to insurance requirements, records maintenance and audit requirements. Any attorney of the firm with whom the Contractor is affiliated may provide legal representation under this Contract to the City, its officers, and employees. The Contractor may refer work under this Contract to attorneys in the Contractor's law firm and other law firms when, in the judgment of the Contractor, such referral will serve the best interest of the City and with the City manager's approval. ARTICLE 18 - SEVERABILITY No inspection by the City, nor any payment for or acceptance of the whole or part of the items in this Contract, nor any extension of time, nor any possession taken by the City of the product or services hereunder shall operate as a waiver of (1) any provision of this Contract, (2) the right to have it fully performed, (3) any power herein reserved to the City, or (4) any right to damages under this Contract. No waiver of any breach of this Contract shall be held to be a waiver of any other breach. ARTICLE 19 - CONTINGENT FEES The Contractor warrants that it has not employed or retained any company or person to solicit or secure this Contract and that it has not paid or agreed to pay any person, company, corporation, individual or firm, any fee, commission, percentage, gift, City Attorney Contract Page 6 of 13 or any other consideration contingent upon or resulting from the award or making of this Contract. ARTICLE 20 - ENTIRETY OF CONTRACTUAL AGREEMENT The City and the Contractor agree that this Contract sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. ARTICLE 21 - AMENDMENTS AND MODIFICATIONS Any cardinal change in the terms and conditions set forth in this Contract must be mutually agreed to by both the City and the Contractor, and may be implemented only after this agreement has been amended in writing. ARTICLE 22 - NOTICE All notices required in this Contract shall be sent by certified mail, return receipt requested, or email, to: If to the City: [INSERT NAME] Contract Administrator City of , Florida [INSERT ADDRESS] [INSERT EMAIL] If to the Contractor. Christian W. Waugh WAUGH PLLC 201 E. Pine Street, Suite 315 Orlando, FL 32801 waug @+iyaucah. ega, ARTICLE 23 - TERMINATION This Contract may be terminated by the Contractor upon thirty (30) days prior written notice to the City and it may be terminated by the City for convenience at any time. After receipt of a Termination Notice and except as otherwise directed by the City, the Contractor shall: A. Stop work on the date and to the extent specified. City Attorney Contract Page 7 of 13 B. Terminate and settle all orders and subcontracts relating to the performance of the terminated work. C. Transfer all work in process, completed work and other material related to the terminated work to the City, or approved designee. D. Continue and complete all parts of the work that have not been terminated. E. The Contractor shall be paid for services actually rendered to the date of the termination. ARTICLE 24 - EXCLUSIVITY This is not an exclusive Contract. The City may, at its sole discretion, contract with other entities for work similar to that to be performed by the Contractor hereunder. ARTICLE 25 — GOVERNING LAW AND REMEDIES This Agreement shall be governed by and construed according to the laws of the State of Florida, and the rights of the parties hereto shall be construed and be subject to the laws of the State of Florida. The parties hereby waive the right to a trial by jury in any action, proceeding or counterclaim brought or filed by either of them against the other. Venue for any court action arising out of this agreement shall be in Lake County, Florida if a state claim, but Middle District of Florida if a federal claim. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power or remedy hereunder shall preclude any other or further exercise thereof ARTICLE 26 - ENFORCEMENT COSTS If any legal action or other proceeding is brought for the enforcement of this Contract, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Contract, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses (including taxes) even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. ARTICLE 27 - UNAUTHORIZED ALIEN WORKERS City Attorney Contract Page 8 of 13 The City will not intentionally award publicly -funded contracts to any contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U.S.C. Section 1324a(e)(Section 274A(e) of the Immigration and Nationality Act ("INA"). The City shall consider the employment by the contractor of unauthorized aliens a violation of Section 274A (e) of the INA. Such violation by the Recipient of the employment provisions contained in Section 274A (e) of the INA shall be grounds for unilateral cancellation of this Agreement by the City. ARTICLE 28 — VERIFICATION UNDER 787.06 13 . FLA. STAT. By virtue of executing this Contract, the undersigned on behalf of the Contractor attests that neither WAUGH PLLC nor himself individually uses coercion for labor or services as defined in §787.06, Fla. Stat. REST OF THIS PAGE IS INTENTIONALLY BLANK SIGNATURES ON THE FOLLOWING PAGE City Attorney Contract Page 9 of 13 IN WITNESS WHEREOF, the parties have executed this Contract as of the day and year first above written: CITY OF CLERMONT Attest: By, Tracy Ackroyd Howe, MMC City Clerk Date Signature, M Tim Murry Mayor Z'02 Date Contractor Signature: By: 1 Christian-W. Waug Waugh PLLC -a/w Date City Attorney Contract Page 10 of 13 EXHIBIT A - SCOPE OF SERVICES This Contract is for professional legal services, by the terms of this Contract the City appoints Christian W. Waugh as City Attorney. The duties of the City Attorney are governed by the City Charter, as amended from time to time, City Code, and the services specified herein. The City Attorney shall attend City Council meetings, Planning & Zoning Commission meetings, and other meetings as requested by the City Council or the City Manager when items under consideration warrant legal input. The City Attorney shall represent the Council and each of these Boards, provide appropriate legal advice and/ or written opinions, as necessary, and provide parliamentary guidance concerning the conduct of each of the meetings of the Council and Boards if requested. If requested, the City Attorney will draft and/ or review ordinances, charter amendments, resolutions, contracts, and correspondence; provide legal consultation on some City insurance matters; and provide legal advice or written opinions to the City staff on matters related to their official duties. Other attorney services are allowed as follows: • Asspecifically enumerated in RFQ 25-047. • The Florida League of Cities Municipal Insurance Trust (FMIT) currently provides the City's automobile liability and general liability insurance coverage. Some legal matters will be handled by the FMIT staff. The City Attorney involvement will be coordinated by the City Manager. Except as described above, as required by the City Council, the City Attorney shall prosecute and defend the City on all civil complaints, suits or controversies in which the City is a party, including the Planning and Zoning Commission, Board of Adjustments, and Code Enforcement Board in legal proceedings. Specifically, the City Attorney is responsible for prosecuting and defending the City in civil action when no counsel is provided by liability insurance or when the City's exposure exceeds its insurance coverage or at the request of the Council or City staff when otherwise required to protect the City's interests. The City Attorney may also represent an employee or elected official who is individually named in a suit as a result of the execution official duties with the City. When the City's insurance coverage is activated on a given matter, the City Attorney shall cooperate as necessary with the legal counsel designated by the City's liability insurance carrier to ensure that the matter is dealt with in an expedient and professional manner. City Attorney Contract Page 11 of 13 As requested by the City Manager, the City Attorney will provide the city staff with assistance and legal counsel relating to the acquisition or sale of real property and in the review or preparation of deeds, easements and title searches. As requested by city staff, board members or city council members, the City Attorney will review situations in which laws, regulations or rules can reasonably be construed to impact the City's interests. The City Attorney will perform other legal research and provide legal advice as required or as requested by the City Council, Board or Commission members or city staff. All such requests must be coordinated through the Office of the City Manager. City Attorney Contract Page 12 of 13 EXHIBIT B - FEE SCHEDULE HOURLY RATES Work shall be performed at the following hourly rates: ATTORNEYS HOURLY RATE City Attorney $250.00 Assistant City Attorneys $200.00 Paralegal No Charge The rates shown will increase annually at the rate of 3.0% for the term of the Contract or such lesser or greater amount as the City Council shall approve for an annual city employee increase. Routine expenses such as local telephone calls, local travel expenses (with the exception noted in Section B. Below), word processing and clerical or secretarial services are overhead and will not be separately compensated. Billable hours shall be measured in six (6) minute increments. TRAVEL RATES Travel between Contractor's office in Orlando and the City of Clermont is not chargeable unless it is in regard to (a) meetings directly and exclusively related to professional services rendered under this Contract, excluding those at the City's offices, and (b) litigation matters, which shall be defined as matters proceeding in, with, or under the supervision of a judge, mediator, arbitrator, special master, special magistrate, commission, or otherwise an empowered individual or group of individuals to find facts or determine issues in a dispute for the City. All requests for such payment shall include copies of paid receipts, invoices, or other documentation acceptable to the City. City Attorney Contract Page 13 of 13