HomeMy WebLinkAboutDocumentation_Regular_Tab 06_3/10/2022Agenda Item #6.
Regular Council
STAFF MEMO
Meeting: Regular Council - Mar 10 2022
Staff Contact: Jeremy Allen, Village Manager Department: Manager
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Legal Services Agreement between Torcivia, Donlon, Goddeau, and Rubin, P.A.
Contract has been executed by staff. All contracts with a value less than the threshold amount as set
by Resolution of the Village Council may be signed and executed by the Village Manager, providing
that such contracts be presented to the Village Council after executed.
The Village utilizes special counsel legal services and representation from Torcivia, Donlon, Goddeau,
and Rubin, P.A. The firm will provide legal services to the Village of Tequesta regarding labor and
employment matters, including collective bargaining, investigations, and other matters as requested by
the Village.
This agreement shall continue on an as needed basis until such time as this Agreement is terminated
as stated in the agreement.
This document and any attachments may be reproduced upon request in an alternative format by completing
our Accessibility Feedback Form, sending an e-mail to the Village Clerk or calling 561-768-0443.
BUDGETED AMOUNT: AVAILABLE AMOUNT: EXPENDITURE AMOUNT:
$75500 $40935.35 $24000
Additional Budgetary Information: Funding Source(s):
Contractual Services - General Government 001-160.534.300
Legal Services Agreement Signed
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Agenda Item #6.
LEGAL SERVICES AGREEMENT
THIS LEGAL SERVICES AGREEMENT ("Agreement") is entered on ova day of
120221 by and between the VILLAGE OF TEQUESTA ("Tequesta") and TORCIVIA,
DONLON, G09DDEAU & RUBIN, P.A., a corporation authorized to do business in the State of Florida
("Firm").
RECITALS
WHEREAS, the Firm has been approved to provide legal services to Tequesta regarding labor and
employment matters, including investigations, collective bargaining and other matters as requested by
Tequesta;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
sufficiency of which is hereby acknowledged by the parties, Tequesta and the Firm agree as follows:
SECTION 1: INCORPORATION OF RECITALS. The foregoing Recitals are incorporated into this
Agreement as true and correct statements.
SECTION 2: FIRM'S SERVICES. The Firm shall provide Tequesta with legal representation on labor
and employment matters, including investigations, collective bargaining and other matters as requested by
Tequesta.
SECTION 3: TERM AND TERMINATION.
a. Term. The term of this Agreement shall commence upon the approval of this Agreement by
Tequesta and shall continue until such time as this Agreement is terminated as stated herein.
b. Termination without cause. Either party may terminate this Agreement at any time with or without
cause by giving written notice of termination.
c. Effect of Termination. Termination of this Agreement shall not affect any rights, obligations, and
liabilities of the parties arising out of transactions which occurred prior to termination. Notwithstanding the
foregoing, the parties acknowledge and agree that Tequesta is a political subdivision of the State of Florida,
and as such, this Agreement is subject to budgeting and appropriation by Tequesta of funds sufficient to
pay the costs associated herewith in any fiscal year of Tequesta. However, Tequesta shall pay Firm for all
services performed under this Agreement through the date of termination.
SECTION 4: COMPENSATION.
a. Compensation. Tequesta agrees to compensate the Firm at the rate of $215.00 per hour for all
attorneys and $125.00 per hour for the Firm's legal assistant's preparation of documents or other services
which exceed thirty (30) minutes of time. Time shall be invoiced in increments of 0. 10 hours.
Effective January I, 2023, Tequesta agrees to compensate the Firm at the rate of $235.00 per hour
for all attorneys. Beginning January 1, 2024, and each January 1 thereafter while the Agreement is in effect,
the hourly rate for all attorneys shall increase by 3%.
b. Alternative Fee Recovery. Should anyone other than Tequesta be required to pay attorney's fees,
the hourly rate for attorney's fees will be the greater of the amount charged Tequesta and the amount to be
determined by the Court.
c. Reimbursements. Tequesta will reimburse the Firm for any out-of-pocket expenses, including, but
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Agenda Item #6.
not limited to, filing fees, long distance telephone charges, postage charges, courier fees, outside printing,
photocopying, court reporting and transcription fees. Payment for some of these fees is outlined more
specifically below.
i. In-house photocopying will be paid at the rate of twenty-five cents (.25) per page (with each
invoice specifying the number of copies for which reimbursement is sought).
ii. Tequesta will not pay for local facsimile transmissions.
iii. Any travel, per diem, mileage (IRS rate), or meal expenses, which may be reimbursable, will
be paid in accordance with the rates and conditions set forth in section 112.061, Florida Statues.
iv. Travel time is charged at one-half of the hourly rate indicated above.
V. For all disbursements, Tequesta requires copies of paid receipts, invoices, or other
documentation acceptable to Tequesta. Such documentation must be sufficient to establish that
the expense was actually incurred and necessary in the performance of legal services provided.
d. Invoices. The Firm shall render monthly invoices to Tequesta for services that have been rendered
in conformity with this Agreement in the previous month. The invoices shall specify the services performed
and the time spent on such work. All reimbursable expenses shall also be clearly identified on the invoice
with supporting documentation.
SECTION 5: COMPLIANCE AND DISQUALIFICATION. Each of the parties agrees to perform its
responsibilities under this Agreement in conformance with all laws, regulations and administrative
instructions that relate to the parties' performance of this Agreement.
SECTION 6: PERSONNEL. The Firm represents that it has, or will secure at its own expense, all necessary
personnel required to perform the services under this Agreement. Such personnel shall not be employees of or
have any contractual relationship with Tequesta. All of the services required hereunder shall be performed by
the Firm or under its supervision, and all personnel engaged in performing the services shall be fully qualified
and authorized or permitted under federal, state and local law to perform such services.
SECTION 7: INDEPENDENT CONTRACTOR RELATIONSHIP. No relationship of employer or
employee is created by this Agreement, it being understood that Finn will act hereunder as an independent
contractor and none of the Firm's, officers, directors, employees, independent contractors, representatives or
agents performing services for Firm pursuant to this Agreement shall have any claim under this Agreement or
otherwise against Tequesta for compensation of any kind except that which is provided under this Agreement.
The relationship between Tequesta and Firm is that of independent contractors, and neither shall be considered
a joint venturer, partner, employee, agent, representative or other relationship of the other for any purpose
expressly or by implication.
SECTION 8: FEDERAL AND STATE TAX. Tequesta is exempt from payment of Florida State Sales and
Use Tax. The Firm is not authorized to use Tequesta's Tax Exemption Number.
SECTION 9: INSURANCE. The Firm shall provide proof of insurance coverage as required hereunder upon
request. Such insurance policy(s) shall be issued by the United States Treasury or insurance carriers approved
and authorized to do business in the State of Florida, and who must have a rating of no less than "excellent" by
A.M. Best or as mutually agreed upon by Tequesta and the Firm. All such insurance policies may not be
modified or terminated without the express written authorization of Tequesta.
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Agenda Item #6.
Type of Coverage
Professional liability/
Errors and Omissions
Commercial general liability
(Products/completed operations
Contractual, insurance broad form property,
Independent Firm, personal injury)
Automobile (owned, non -owned, & hired)
Worker's Compensation
Amount of Coverage
$1,000,000 per occurrence
$1, 000,000 per occurrence
$2,000,000 annual aggregate
$ 1,000,000 single limits
$ statutory limits
The certificates shall clearly indicate that the Firm has obtained insurance of the type, amount, and
classification as required for strict compliance with this section. Failure to comply with the foregoing
requirements shall not relieve Firm of its liability and obligations under this Agreement.
SECTION 10: SUCCESSORS AND ASSIGNS. Tequesta and the Firm each binds itself and its partners,
successors, executors, administrators, and assigns to the other party of this Agreement and to the partners,
successors, executors, administrators and assigns of such other party, in respect to all covenants of this
Agreement. Except as agreed in writing by all parties, this Agreement is not assignable.
SECTION 11: DISPUTE RESOLUTION, LAW, VENUE AND REMEDIES. All claims arising out of
this Agreement or its breach shall be submitted first to mediation. The parties shall share the mediator's
fee equally. The mediation shall be held in Palm Beach County. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof. This Agreement shall be
governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement
will be held in Palm Beach County. 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.
SECTION 12: WAIVER OF JURY TRIAL. TO ENCOURAGE PROMPT AND EQUITABLE
RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL
BY JURY IN ANY LITIGATION RELATED TO THIS AGREEMENT.
SECTION 13: ACCESS AND AUDITS. The Firm shall maintain adequate records to justify all payments
made by Tequesta under this Agreement for at least three (3) years after completion of this Agreement and
longer if required by applicable federal or state law. Tequesta shall have access to such books, records, and
documents as required in this section for the purpose of inspection or audit during normal business hours,
at the Firm's place of business. In no circumstances will Firm be required to disclose any confidential or
proprietary information regarding its products and service costs.
SECTION 14: NONDISCRIMINATION. The Firm warrants and represents that it maintains and abides
by an equal employment opportunity policy and makes employment decisions without regard to race, color,
religion, disability, sex, age, national origin, ancestry, marital status, sexual orientation, gender identity or
expression, or other category protected by applicable law.
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Agenda Item #6.
SECTION 15: AUTHORITY TO PRACTICE. The Firm hereby represents and warrants that it has and
will continue to maintain all licenses and approvals required to conduct its business and provide the services
required under this Agreement, and that it will at all times conduct its business and provide the services
under this Agreement in a reputable manner. Proof of such licenses and approvals shall be submitted to
Tequesta upon request.
SECTION 16: SEVERABILITY. If any term or provision of this Agreement, or the application thereof
to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision, to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected and every other term and provision of this
Agreement shall be deemed valid and enforceable to the extent permitted by law.
SECTION 17: PUBLIC ENTITY CRIMES. Firm acknowledges and agrees that 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, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a
bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building
or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may
not be awarded or perform work as a contractor, supplier or sub -contractor under a contract with any public
entity; and may not transact business with any public entity in excess of the threshold amount provided in
Section 287.017, Florida Statues, for CATEGORY TWO for a period of 36 months following the date of
being placed on the convicted vendor list. The Firm will advise Tequesta immediately if it becomes aware
of any violation of this statute.
SECTION 18: NOTICE. All notices required in this Agreement shall be sent by hand -delivery, certified
mail (RRR), or by nationally recognized overnight courier, and if sent to Tequesta shall be sent to:
Village of Tequesta
Attn: Jeremy Allen, Village Manager
345 Tequesta Drive
Tequesta, FL 33469
and if sent to the Firm, shall be sent to:
Torcivia, Donlon, Goddeau & Rubin, P.A.
Attn: Lara Donlon, Esquire
701 Northpoint Parkway, Suite 209
West Palm Beach, FL 33407
The foregoing names and addresses may be changed if such change is provided in writing to the other
party. Notice shall be deemed given upon receipt.
SECTION 19: ENTIRETY OF AGREEMENT. Tequesta and the Firm agree that this Agreement sets
forth the entire agreement between the parties, and that there are no promises or understandings other than
those stated herein. None of the provisions, terms and conditions contained in this Agreement may be
added to, modified, superseded or otherwise altered, except by written instrument executed by the parties
hereto.
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Agenda Item #6.
SECTION 20: WAIVER. Failure of a party to enforce or exercise any of its right(s) under this Agreement
shall not be deemed a waiver of that parties' right to enforce or exercise said right(s) at any time thereafter.
SECTION 21: PREPARATION AND NON-EXCLUSIVE. This Agreement shall not be construed more
strongly against either party regardless of who was more responsible for its preparation. This is a non-
exclusive Agreement and Tequesta reserves the right to contract with other individuals or firms to provide
the same or similar services.
SECTION 22: MATERIALITY. All provisions of the Agreement shall be deemed material. In the event
Firm fails to comply with any of the provisions contained in this Agreement or exhibits, amendments and
addenda attached hereto, said failure shall be deemed a material breach of this Agreement and Tequesta
may at its option provide notice to the Firm to terminate for cause.
SECTION 23: LEGAL EFFECT. This Agreement shall not become binding and effective until approved
by Tequesta. The Effective Date is the date this Agreement is executed by Tequesta.
SECTION 24: SURVIVABILITY. Any provision of this Agreement which is of a continuing nature or
imposes an obligation which extends beyond the term of this Agreement shall survive its expiration or
earlier termination.
SECTION 25: COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, and will become effective and binding upon the parties as of the
effective date at such time as all the signatories hereto have signed a counterpart of this Agreement.
SECTION 26: PUBLIC RECORDS. The Firm shall comply with Florida's Public Records Act, Chapter
119, Florida Statutes, and, if determined to be acting on behalf of Tequesta as provided under section
119.011(2), Florida Statutes, specifically agrees to:
a. Keep and maintain public records required by Tequesta to perform the service.
b. Upon request from Tequesta's custodian of public records or designee, provide Tequesta with a
copy of the requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in Chapter 119, Florida Statutes, 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 for the duration of this Agreement
and following completion of this Agreement if the Firm does not transfer the records to Tequesta.
d. Upon completion of this Agreement, transfer, at no cost, to Tequesta all public records in
possession of the Firm or keep and maintain public records required by Tequesta to perform the service. If
the Firm transfers all public records to Tequesta upon completion of the Agreement, the Firm shall destroy
any duplicate public records that are exempt or confidential or exempt from public records disclosure
requirements. If the Finn keeps and maintains public records upon completion of the Agreement, the Firm
shall meet all applicable requirements for retaining public records. All records stored electronically must
be provided to Tequesta, upon request from Tequesta's custodian of public records or designee, in a format
that is compatible with the information technology systems of Tequesta.
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Agenda Item #6.
IF THE FIRM HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE FIRM'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
PLEASE CONTACT THE CUSTODIAN OF PUBLIC RECORDS OR
DESIGNEE AT VILLAGE OF TEQUESTA, RECORDS CUSTODIAN, 345
TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469 OR 561-768-0443.
SECTION 27: NO THIRD PARTY BENEFICIARIES. There are no third party beneficiaries under this
Agreement.
SECTION 28: SCRUTINIZED COMPANIES.
a. The Firm certifies that it and its subcontractors are not on the Scrutinized Companies that Boycott
Israel List and are not engaged in the boycott of Israel. Pursuant to section 287.135, Florida Statutes,
Tequesta may immediately terminate this Agreement at its sole option if the Firm or any of its
subcontractors are found to have submitted a false certification; or if the Firm or any of its subcontractors,
are placed on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel
during the term of this Agreement.
b. If this Agreement is for one million dollars or more, the Firm certifies that it and its subcontractors
are also not on the Scrutinized Companies with Activities in Sudan List, Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria as
identified in Section 287.135, Florida Statutes. Pursuant to Section 287.135, Tequesta may immediately
terminate this Agreement at its sole option if the Firm, or any of its subcontractors are found to have
submitted a false certification; or if the Firm or any of its subcontractors are placed on the Scrutinized
Companies with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List, or are or have been engaged with business operations in Cuba or Syria during the term
of this Agreement.
c. The Firm agrees to observe the above requirements for applicable subcontracts entered into for the
performance of work under this Agreement.
d. The Firm agrees that the certifications in this section shall be effective and relied upon by Tequesta
for the term of this Agreement, including any and all renewals.
e. The Firm agrees that if it or any of its subcontractors' status changes in regards to any certification
herein, the Firm shall immediately notify Tequesta of the same.
f. As provided in Subsection 287.135(8), Florida Statutes, if federal law ceases to authorize the above -
stated contracting prohibitions then they shall become inoperative.
SECTION 29: E-VERIFY
Pursuant to Section 448.095(2), Florida Statutes, the Firm certifies that:
a. It has registered with and uses the E-Verify system to verify the work authorization status of all
newly hired employees and requires all subcontractors (providing services or receiving funding
under this Agreement) to register with and use the E-Verify system to verify the work authorization
status of all the subcontractors' newly hired employees;
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Agenda Item #6.
b. The Finn will secure an affidavit from all subcontractors (providing services or receiving funding
under this Agreement, if any) stating that the subcontractor does not employ, contract with, or
subcontract with an unauthorized alien:
c. The Firm will maintain copies of all subcontractor affidavits, if any, for the duration of this
Agreement,
d. The Finn wi I I comply fully, and ensure all of its subcontractors (if any) comply fully, with Section
448.095, Florida Statutes;
Tequesta may terminate this Agreement based upon a violation of Section 448.09, Florida Statutes
(Unauthorized aliens; employment prohibited). If Tequesta terminates this Agreement under Section
448.095(2)(c), Florida Statutes, the Firm may not be awarded a public contract for at least 1 year after the
date on which the Agreement is terminated and will be liable for any additional costs incurred by Tequesta
as a result of the termination of the Agreement.
IN WITNESS WHEREOF, the parties hereto have made and executed this Legal Services
Agreement as of the day and year set forth above.
VILLAGE OF TEQUESTA
By:
ry Allen, Village Manager
TORCIVIA, I)ONLON, GODDEAU & RUBIN, P.A.
B%:
Lara Donlon, Esq.
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