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HomeMy WebLinkAboutBGWD PA Legal Services Contract 2003 AGREEMENT FOR LEGAL SERVICES THIS AGREEMENT FOR LEGAL SERVICES is entered into between BROWN, WARD, SALZMAN, WEISS & GARGANESE, P.A. (hereinafter: the "Law Firm "), 225 East Robinson Street, Suite 660, Post Office Box 2873, Orlando, Florida 32802 -2873 and THE CITY OF CAPE CANAVERAL, FLORIDA, a Florida Municipal Corporation, whose address is 105 Polk Avenue, Post Office Box 326, Cape Canaveral, Florida 32920 (the "City"). This Agreement shall bind the parties upon its execution by their representatives and shall become effective upon the date of the last signature. RECITALS: WHEREAS, the Law Firm desires to provide legal services to the City and the City desires to receive such services; and ti WHEREAS, this Agreement is entered into in accordance with a competitive request for proposal process; and WHEREAS, the parties mutually desire to finalize in writing this Agreement for legal services; and WHEREAS, the City Council finds this Agreement is in the best interests of the public health, safety, and welfare of the City of Cape Canaveral. NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows: 1.0 ENGAGEMENT OF THE LAW FIRM. The City hereby engages the Law Firm, and the Law Firm agrees to perform the services set forth below. Anthony A. Garganese, a shareholder in the Law Firm, shall be designated the City Attorney and shall serve as a Charter Officer of the City of Cape Canaveral. The other attorneys of the Law Firm who are directed by the City Attorney to provide legal services to the City shall serve as Assistant City Attorneys pursuant to the City Charter. The Law Firm understands and agrees that all services contracted for are to be performed solely by the Law Firm and may not be subcontracted for or assigned unless provided in this Agreement. 2.0 SCOPE OF SERVICES. A. Law Firm agrees to represent the City in all legal proceedings and will perform all other duties assigned by the City Council in accordance with City of Cape Canaveral, City Charter, and any amendments or modifications thereto. In furtherance of the responsibilities designated under the City Charter, the Law Firm agrees under the direction of the Cape Canaveral City Council and Cape Canaveral City Manager to perform certain } professional legal services more particularly described as follows: 1) Prepare and file pleadings, motions, or briefs which may be required and represent the City in any and all litigation (including but not limited to actions brought by or against the City in a judicial or administrative forum and all appeals), except such actions as may be assigned to special counsel or be covered by an insurance policy naming the City as the insured or actions jointly defended with the City of Cape Canaveral; 2) Initiate and conduct discovery including depositions on behalf of the City and represent the City in discovery initiated by opposing parties; 3) Represent the City and attend City Council meetings (unless excused from attendance by the City Council or City Manager); 4) Draft/Review ordinances, resolutions, contracts, and correspondence relating to the transaction of City business and affairs; 5) Perform legal research and render legal advice; 6) Review and analyze City legal files, data, documents and other materials concerning the matters referenced in this paragraph and advise on recommended legal course of action; 7) Attend and participate in meetings, conference calls, field trips or similar functions and report on the status of the legal matters; 8) Act as an intermediary and legal advisor for the City when special counsel or insurance defense counsel is appointed to represent the City in any legal proceeding; 9) Assist in bond transactions and bids; 10) Act as Law Firm pursuant to the City's Charter and this Agreement; 11) Prepare formal legal opinions; 12) Provide legal representation, as set forth above, to City boards including the Planning and Zoning Board, Land Planning Agency, Community Appearance Board, Board of Adjustment, Code Enforcement Board, or other boards as required by the Cape Canaveral City Council or City Manager; 13) At the election of the City Council either prosecute cases before the City's Code Enforcement Board or represent said Board and defend on appeal Board decisions rendered in such prosecutions; 14) Complete real property transactions; 15) Prosecute code enforcement citations before a court of competent jurisdiction; and 16) Such other legal services required by the City Council or City Manager. B. As Law Firm deems appropriate and in specialized matters, the Law Firm may recommend to the City use of special legal counsel for defined purposes. If recommended by Law Finn, the City Manager may approve use of special counsel for an expenditure of legal fees payable to the special legal counsel not to exceed the City Manager's spending authority approved by the City Council. All other requests to utilize special counsel shall be subject to prior approval of the City Council. C. The Law Firm shall be bound by the requirements of Section 112.313(2), (4), (5), (6), and (8), Florida Statutes (code of ethics). The Law Firm shall represent no private individual or legal entity before the City 2 in any proceeding or matter. D. As determined to be necessary by the City Attorney, the other attorneys associated with the Law Firm shall serve as Assistant City Attorneys and provide legal services in accordance with the terms and conditions of this Agreement. E. With respect to any litigation, once attorneys' fees expended by the City, in any one case, reach $5,000, the City Attorney shall consult with the City Council in closed session pursuant to Section 286.011(8), Florida Statutes, to discuss whether the City shall continue litigation or attempt to settle the case. 3.0 CONSIDERATION. A. Compensation - Fees and Expenses. 1. The City shall be billed at a rate of $100.00 per hour for non - litigation related legal services provided under this Agreement, and not to exceed $55.00 per hour for paralegals of the Law Firm (if any). The City shall be billed at a rate of $110.00 per hour for litigation related legal services provided under this Agreement; for example, a labor grievance; an administrative hearing; a code enforcement or drug nuisance prosecution case; formal written legal opinions; pre - trial, trial, post -trial, Appellate Proceedings; and forfeiture proceedings. Legal opinions rendered by the Law Firm for any City financial transactions (e.g., bonds, special assessments) shall be determined based on reasonable fees customarily charged for such opinions in the Central Florida area. Premium rates will not be paid for overtime work. Upon request by the Law Firm, the City's City Council may be asked to review and adjust this rate of compensation. 2. Routine expenses such as local phone calls, local travel expenses, word processing, and clerical or secretarial services are overhead and will not be separately compensated. 3. Billing for services performed shall be on a monthly basis. Billable hours shall be measured in 6 minute increments. All bills shall denote what attorney conducted the work, a brief explanation of the type of work performed, the date on which the work was performed, the amount of time expended in performing the work, and for which City department the work was performed. Reimbursement of costs for items such as exhibits, title insurance commitment and policy, priority and overnight postage, computer research (e.g., Westlaw), environmental studies, appraisals, surveys, transcripts and witness fees will be at cost to the Law Firm and will also be billed monthly. Billing invoices will be paid within fifteen days after receipt by City. 3 B. Travel. In addition to the above compensation for fees and costs, justified and reasonable non- local travel expenses which are directly and exclusively related to the professional services rendered under this Agreement will be reimbursed in accordance with Section 112.061, Florida Statutes. Pursuant to Section 112.061, Florida Statutes, attorneys of the firm with whom the Law Firm practices are designated as authorized travelers during the life of this Agreement. For the purposes of computing travel expenses, the Law Firm's place of business shall be utilized for computation of all travel expenses. C. Sales Tax. The Law Firm shall not be exempted from paying Florida state sales and use taxes to the appropriate governmental agencies or for payment by the Law Firm to suppliers for taxes on materials used to fulfill its contractual obligations with the City. The Law Firm shall not use the City's exemption number in securing such materials. The Law Firm shall be responsible and liable for the payment of all its FICA/Social Security and other taxes resulting from this Agreement. D. No Pledge of Credit. The Law Firm shall not pledge the City's credit or make the City a guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. 4.0 DOCUMENTATION. A. The Law Firm shall submit monthly written invoices. All invoices shall be submitted to the City } Manager at Cape Canaveral City Hall. B. The Law Firm shall maintain a file(s), available for inspection by the City Manager, containing documentation of costs and fees incurred in connection with this Agreement. The file(s) shall be maintained for a period of one year after the cost or fee is incurred by the Law Firm, unless otherwise notified in writing by the City specifying the document to be maintained. C. On a quarterly basis, the City Attorney shall provide a brief written report on litigation handled in the previous quarter. These reports are due on the 15th day subsequent to the end of the calendar quarter. 5.0 PUBLIC RECORDS. As provided by Florida Statutes, anything, by whatsoever designation it may be known, that is produced by or developed in connection with this Agreement shall remain the exclusive property of the City and may not be copyrighted, patented, or otherwise restricted as provided by Florida Statutes. Neither the Law Firm nor any other individual employed under this Agreement shall have any proprietary interest in any product(s) delivered under this Agreement. The reasonable cost of preparing and photocopying the documents for 4 the City may be charged for said services. 6.0 TERMINATION OF AGREEMENT. A. In the event this Agreement is terminated by either party for convenience or cause, all finished or unfinished documents, data, studies, correspondence, reports and other products prepared by or for the Law Firm under this Agreement shall be made available to and for the exclusive use of the City. B. This is a continuing services agreement, however, the City Council may terminate this Agreement for any reason or for its convenience (without cause) by giving written notice to the Law Firm, including the effective date of termination. The Law Firm may at any time terminate this Agreement for any reason or for convenience (without cause) by giving sixty (60) days written notice to the City, including the effective date of termination. Upon termination of this Agreement by either party, the Law Firm shall honor the provisions of Rule 4- 1.16, of the Code of Professional Conduct of the Florida Bar. 7.0 AMENDMENTS. Either party may, from time to time, request changes under this Agreement. Such changes which are mutually agreed upon shall be incorporated in written amendments to this Agreement. 8.0 AGREEMENT AS INCLUDING ENTIRE AGREEMENT. This instrument, including any attachments, embodies the entire agreement of the parties. There are no other provisions, terms, conditions, or obligations. This Agreement supersedes all previous oral or written communications, representations or agreements on this subject. 9.0 LIABILITY. The City shall defend the actions of the City Attorney and the Law Firm in performing as the City's attorneys. The Law Firm shall maintain, during the period of this Agreement, a professional liability insurance policy or policies affording a minimum one million dollars in professional liability coverage for the professional services to be rendered to City under this Agreement, and the Law Firm shall request from its insurance carriers that the City be endorsed as an additional named insured on the Law Firm's insurance policies. 10.0 ADMINISTRATION OF AGREEMENT. A. The City contract administrator is the City Manager. Anthony A. Garganese is the contractor administrator for the Law Firm. All written and verbal approvals referenced in this Agreement (unless specified as being required to be obtained from the City Council) must be obtained from the parties' contract administrators or their designees. From time to time either party may notify the other, making a unilateral change in the person 5 named by said party as the contract administrator for said party. This contract shall be governed by and construed under the laws of the State of Florida. B. Any attorney employed by the Law Firm may provide legal representation under this Agreement to the City, its officers and employees. The Law Firm may refer work under this Agreement to attorneys in said law firm. C. The City of Cape Canaveral, acting by and through its City Council as a collegial body, shall be considered Law Firm's client. 11.0 COMMUNITY INVOLVEMENT. A. Seminars. On an annual basis, the Law Firm shall prepare for and conduct two (2) local government seminars for the City at no cost. The subject matter of each seminar will be decided by the City and will be held at a mutually agreeable date and time. B. Community Education. The Law Firm shall assist the City annually during City Government Week, at no cost, to provide community education about the operation of local government to local students. IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the date set forth below. CITY OF CAPE CANAVERAL, FLORIDA DATE APPROVED BY CITY COUNCIL: Match 18, 2003 By:Qa Rocky Randels, Ma • r -- Susan tills, ity, clerk BROWN, W= ''.` SALZMAN, WEISS & G ip, P.A. By Anthony A Gar anese, Vice President Date: 3/ a3 (( 6 rs.