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HomeMy WebLinkAboutInterim City AttorneyAgreement to Provide Legal Services THIS AGREEMENT made and entered into this I3r�_day of September 2017 by and between the City of Sebastian, a Florida municipal corporation (hereinafter referred to as "City") and VanDeVoorde Hall Law, PL, a Florida professional limited liability company (hereinafter referred to as "Attorney") pursuant to the following terms and conditions. WHEREAS, the City desires to retain Attorney as a law firm, and specifically attorney Cynthia V. Hall also known as Cynthia VanDeVoorde Hall as Interim City Attorney of the City of Sebastian; and WHEREAS, the City expects Attorney to perform all the responsibilities and obligations required as Interim City Attorney, as illustrated in Section III of this Agreement and pursuant to the City Charter, Codes and Ordinances and applicable State and Federal regulations; and, WHEREAS, Attorney is willing to enter into an interim relationship with the City of Sebastian to perform the services as provided; NOW THEREFORE in consideration of the mutual covenants contained herein, the City and Attorney, hereby agree as follows: ( TIJIL$]VY1614011 The City hereby appoints Attorney as the Interim City Attorney of the City of Sebastian effective as of the date of this Agreement. While this Agreement is with the law firm of VanDeVoorde Hall Law, PL, the City Attorney of record during the term of this Agreement shall be attorney Cynthia V. Hall, who is also known as Cynthia VanDeVoorde Hall, and who is a member of the Florida Bar in good standing. Should Cynthia V. Hall be unable personally to represent the City at a meeting or meetings, such as due to illness or travel, then another attorney at the firm of VanDeVoorde Hall Law, PL will be made available and offered to serve during such time with the approval of the City Manager. II. TERM OF AGREEMENT The intent of this Agreement is for the City to receive legal services until such time that the City retains the service of a City Attorney. The term of this Agreement will continue until either party terminates the Agreement with written notice. Written notice from the City will be presented by the City Manager as an authorized agent of the City and after such action has been directed by the City Council. III. DUTIES OF THE INTERIM CITY ATTORNEY It is understood that Attorney has been retained to act as a part-time independent contractor to provide general legal representation to the City as prescribed by the City Charter. These duties include providing legal services to the City Council and functioning as legal counsel to the City Clerk and City Manager at their request. This mission will include representation in the areas of general local government law, 1 employment law, land use law, real property law, environmental law, election law and constitutional law. Specific duties, for illustration purposes, may include: 1. Attending Regular and Special Meetings of the City Council and attendance at the meetings of the Planning and Zoning Commission. 2. Attending and representing the City at quasi-judicial board meetings other than City Council meetings. 3. Providing legal advice on general matters of the City to members of the City Council. 4. Conducting set office or conference hours as needed at City Hall for the purpose of advising the City Clerk, City Manager, and other Department Head staff on general legal matters that arise while conducting the day-to-day operations of the City. The City shall provide secretarial, office or conference space, equipment, and other administrative support in this function. Said office hours may be established by mutual consent of Attorney, City Clerk, and City Manager. 5. Drafting and executing other resolutions, ordinances, agreements, contracts, and other legal documents as required by the City Council, City Clerk, and City Manager. 6. Other matters that are deemed mutually agreeable between the parties that are not provided above. With the exception of requests from the City Council acting as a body, or individual members of City Council requesting consultation or legal opinions regarding City matters, the City Manager shall be the primary point of contact for the City in requesting the services or assistance of the Attorney, coordinating the flow of work to the Attorney, and establishing the relative priorities to be placed by the Attorney on each task for which the assistance of the Attorney is required. Cynthia V. Hall shall be the primary point of contact, and the lead attorney except as substitutions are authorized by this Agreement, for Attorney. Except for the attendance at meetings enumerated above, no member of the City staff may require the efforts of the Attorney on the behalf of the City unless authorized by the City Manager. This paragraph does not prevent the Attorney, in her discretion, from having one-on-one contact with City staff or City Council member(s) when such contact is needed in the best interests of the City. Notwithstanding the foregoing, any member of the City Council may request legal services and opinions of the Attorney regarding City matters, as provided in this Agreement. IV. COMPENSATION The City will compensate Attorney at a rate of two hundred dollars ($200) per hour, billable on a monthly basis by Attorney. V. INDEMNIFICATION Subject to any limitation imposed by Florida law, the City shall defend, save harmless and indemnify Attorney against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring out of Attorney's acting within the course and scope of his duties as Interim City Attorney. 2 VI. GOVERNING LAW The Agreement shall be subject to and governed by the laws of the State of Florida and venue for its enforcement shall be in Indian River County, Florida. VII. MODIFICATIONS No provision of this Agreement may be changed or modified except by written agreement executed by both parties hereto. VIII. ENTIRE AGREEMENT The Agreement constitutes the entire Agreement between the parties and contains all the Agreements described herein between the parties with respect to the subject matter hereof. Said Agreement supersedes any and all other Agreements, either oral or in writing, between the parties hereto with respect to the subject matter of this Agreement. IX. NOTICES All notices consents, requests, instruction, approvals and other communications provided for herein shall be validly given, made or served in writing and either delivered personally or sent by certified mail, postage prepaid, return receipt requested, to the hereinafter designated address: To the City of Sebastian: City of Sebastian Attn: City Manager 1225 Main Street Sebastian, FL 32958 With copy to: City of Sebastian Attn: City Clerk 1225 Main Street Sebastian, FL 32958 To the Interim City Attorney: Cynthia V. Hall VanDeVoorde Hall Law, PL 1327 N. Central Avenue Sebastian, FL 32958 X. ENFORCEMENT In the event that it should become necessary for either party to retain the services of an attorney to enforce the terms of this Agreement, the prevailing party in any litigation which is brought on this Agreement shall be awarded all of its costs and expenses including but not limited to a reasonable attorney's fee. This provision shall apply to such expenses incurred at the trial and all appellate levels, without respect to who is the initiating party and shall apply to an action for declaratory relief if the party instituting its asserts specific contentions concerning the Agreement which are filed upon the Court. 3 IN WITNESS WHEREOF, the City of Sebastian has caused this Agreement to be executed by its City Manager and duly attested by its City Clerk and Cynthia V. Hall on behalf of VanDeVoorde Hall Law, PL has executed this Agreement, as of the day and year first above written. CITY OF SEBASTIAN, A Florida municipal corporation Bob McPartlan Mayor Attest: te netteVIA1idms.Fd:W]C Clerk 4 VANDEVOORDE HALL LAW, PL A Florida professional limited liability company Cynthia V. Hall Authorized Member & Managing Attorney J _ �.J :j