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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