HomeMy Public PortalAbout2006-02 Agreement with Klausner and Kaufman, Attorneys at LawRESOLUTION NO. 2Q►06-2
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE
VILLAGE OF KEY BISCAYNE AND KLAUSNER AND
KAUFMAN, ATTORNEYS AT LAW, CONCERNING
PENSION ADVISORY SERVICES; PROVIDING FOR. AN
EFFECTIVE DATE.
WHEREAS, the Village Council desires to obtain the professional services ofKlausner and
Kaufman, Attorneys at Law, concerning the provision of specialized advice to the Village on matters
relating to the Village's Police and Fire Retirement System; and
WHEREAS, the Village Council finds that approval of the attached Professional Services
Agreement between Consultant and the Village is in the best interest of the Village.
NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE VILLAGE COUNCIL
OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section I. Recitals Adopted. That each of the recitals stated above is hereby adopted
and confirmed.
Section 2. Agreement Approved. That certain Village of Key Biscayne Agreement for
Professional Services (the "Agreement"), in substantially the form attached hereto, is hereby
approved, and the Village Manager and Village Clerk are authorized, in their respective capacities,
to execute the Agreement on behalf of the Village, once approved by the Village Attorney as to form
and legal sufficiency.
Section 3, Implementation. That the Village Manager and Village Attorney are hereby
authorized to take any necessary action to implement the Agreement and this Resolution.
Section 4. Effective Date. That this Resolution shall be effective immediately upon
adoption hereof.
PASSED .AND ADOPTED this,1 Oth day of January , 2006.
MAYOR ROBERT OLDAKOWSKI
CONCHITA H. ALVAREZ, CMC, VII ILAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENC
VILLAGE AT 3RNE
103.001/Resolutions/Professonal Services Agreement with Klausner and Kaufrnan 12.21.05
%TILLAGE OF KEY BISCAYNE
AGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into as of the 14th day of November,
2005, by and between the VILLAGE OF KEY BISCAYNE (the "VILLAGE") and
KLAUSNER AND KAUFMAN, ATTORNEYS AT LAW, (the "CONSULTANT").
RECITALS:
The VILLAGE wants to engage the CONSULTANT to perform certain
professional services for the VILLAGE, consisting of advising the VILLAGE on
matters relating to the VILLAE's police and fire retirement system, as specifically
described below (the "Specified Services"), The CONSULTANT wants to provide
such Specified Services,
In consideration of the mutual covenants set forth in this Agreement, the
parties agree as follows:
1. SCOPE OF SERVICES
A6 The CONSULTANT agrees to provide the Specified Services upon
written request from the Village Manager. CONSULTANT shall provide the
Specified Services as an independent contractor for the VILLAGE.
BA The CONSULTANT shall work with the office of the Village Attorney
so as to coordinate the provision of retirement system advice to the Village Manager
and to the Village Council, as requested. Further, it is understood by
CONSULTANT that CONSULTANT is to provide advice to the VILLAGE and not
to the Retirement Board, since the Retirement Board has its own independent legal
counsel.
2. FEES FOR SERVICES
The CONSULTANT agrees to charge the VILLAGE for the Specified
Services which are provided by CONSULTANT, in accordance with the legal fee
schedule of $285.00 per hour, plus reasonable and necessary costs as approved by
the Village Manager. Fees and costs shall be invoiced each month by
CONSULTANT. Billing statements shall reflect line item billing in tenths of hours.
3. TERM
The duration of the term of this Agreement shall commence on November 14,
2005 and shall be of an indefinite duration.
4. ASSIGNMENT
This Agreement shall not be assignable by the CONSULTANT.
5. PROHIBITION AGAINST CONTINGENT FEES
The CONSULTANT warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for the
CONSULTANT, to solicit or secure this Agreement, and that it has not paid or
agreed to pay any person(s), company, corporation, individual or firm, other than a
2
bona fide employee working solely for the CONSULTANT any fee, commission,
percentage, gift, or any other consideration, contingent upon or resulting from the
award or making of this Agreement.
6$ TERMINATION
This Agreement may be terminated by the VILLAGE upon thirty (30) days
written notice with or without cause and by the CONSULTANT upon thirty (30)
days written notice with or without cause. If this Agreement is terminated, the
CONSULTANT shall be paid in accordance with the provisions of Paragraph 2
above, for all acceptable work: performed up to the date of termination,
7. NONEXCLUSIVE AGREEMENT
The services to be provided by the CONSULTANT pursuant to this
Agreement shall be nonexclusive and nothing herein shall preclude the VILLAGE
from engaging other firms to perform the same or similar services for the benefit of
the VILLAGE within the VILLAGE'S sole and absolute discretion.
8. ENTIRE AGREEMENT
The parties hereby agree that this is the entire agreement between the parties.
This Agreement cannot be amended or modified without the express written consent
of the parties. The Village Manager shall act for Village hereunder.
9. WARRANTIES OF CONSULTANT
The CONSULTANT hereby warrants and represents that at all times during
the term of this Agreement it shall maintain in good standing all required licenses,
certifications and permits required under Federal, State and local laws necessary to
perform the Specified Services.
10. NOTICES
All notices and communications to the VILLAGE or CONSULTANT shall be
in writing and shall be deemed to have been properly given if transmitted by
registered or certified mail or hand delivery. All notices and communications shall
be effective upon receipt. Notices shall be addressed as follows
Village:
With a copy to:
Consultant:
Jacqueline Menendez
Village Manager
Village of Key Biscayne
88 West McIntyre Street
Key Biscayne, FL 33149
Stephen J. Helfman, Esq. and
David M. Wolpin, Esq.
Village Attorneys
Weiss Serota Helfman Pastoriza
Cole & Boniske, P.A.
2665 South Bayshore Drive, Suite 420
Miami, Florida 33133
Klausner and Kaufman, Attorneys at Law
10059 Northwest 1st Court
Plantation, Florida 33324
11. GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State of
Florida.
IN WITNESS WHEREOF, the parties hereto have accepted, made and
executed this Agreement upon the terms and conditions above stated on the day and
year first above written.
CONSULTANT:
KLA S ER AND KAUFMAN
Attorneys at L -.
10059 No st , st Cou E
Plantat*
B
Village Clerk
Approved as to Form and Legal Sufficie
Village Attorney
VILLAGE:
VILLAGE OF KEY BISCAYNE
88 West McIntyre Street
Key Biscayne, FL 33149
B
Jacq eline Menend
°llage Manager
F:/103.001/Agreements/Agreement for Professional Services with Klausner and Kaufman 12.21.05