A REAL CONTRACT DONE BY FRED KOBERLEIN OUR FORMER ATTORNEY

TOWN COUNCIL RESOLUTION NO. 2020-200

A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF FORT WHITE, FLORIDA, AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH DALE WILLIAMS FOR THE PROVISION OF PROFESSIONAL SERVICES RELATED TO THE ADMINISTRATION OF THE TOWN.

WHEREAS, the Town of Fort White, Florida (hereinafter the “Town”), is
currently experiencing a vacancy in the position of the Town Clerk; and

WHEREAS, the Town Council recognizes that it is in the best interests of the
public that the vacancy of Town Clerk be filled and the Town Council continues to
move forward with the selection process of a permanent Town Clerk; and

WHEREAS, the Town Council finds that the appointment of an interim Town
Clerk is currently in the best interests of the Town; and

WHEREAS, the Town Council desires to retain the professional services of Dale
Williams to provide consulting services related to the administration of the Town as
well as interim Town Clerk services (hereinafter the “Professional Services”); and

WHEREAS, the Town Council finds that it is in the best interests of the Town
to enter into a formal agreement with Dale Williams for the provision of Professional
Services, pursuant to and in accordance with the terms and conditions of the
Agreement for Professional Services between the Town of Fort White, Florida and Dale
Williams (hereinafter the “Agreement”), attached hereto as Exhibit A.

NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF.
THE TOWN OF FORT WHITE, FLORIDA, AS FOLLOWS:

Section 1. The above recitals are all true and accurate and are hereby
made a part of this resolution.

Section 2. The Mayor and Vice-Mayor shall be, and are, authorized
to execute the Agreement with Dale Williams,

The Mayor, Vice-Mayor, and Town Attorney are
authorized to make such reasonable changes and modifications to the
Agreement as may be deemed necessary to be in the best interest of the Town and its citizens.

The Mayor and Vice-Mayor are authorized and
directed to execute and deliver the Agreement in the name and on behalf
of the Town, with such changes, amendments, modifications, omissions and additions made by the Mayor, Vice-Mayor, and Town Attorney. Execution by the Mayor, Vice-Mayor, and Dale Williams shall be deemed to be conclusive evidence of approval of such changes, amendments, modifications, omissions, and additions.

PASSED AND ADOPTED at a meeting of the Town Council this 24 day
of March, 2020
TOWN OF FØRT WHITE, FLORIDA
By: _Ronie Frazier Mayor
ATTEST:
APPROVED AS TO FORM AND LEGALITY;
By: Sylintis
Town Clerk (Acting) Sylvia King I
By:
Frederick L. Koberlein, Jr.
Town Attorney

EXHIBIT A

AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE TOWN OF FORT WHITE, FLORIDA AND DALE WILLIAMS

THIS AGREEMENT (herein “Agreement”) made and entered into as of the
day of March, 2020, by and between the TOWN OF FORT WHITE, FLORIDA, a municipality of the State 118 SW Wilson Springs Road, Fort White, Florida, 32038 (hereinafter referred to as “Town”), and DALE WILLIAMS, whose mailing address is 397 South Marion Avenue, Lake City, Florida 32025, (hereinafter referred to as “Williams” or “Consultant”).

RECITALS

A. The Town Council desires to engage a consultant to perform services identified herein during the Town Council’s search for a permanent Town Clerk.
B. The Town Council finds that it is authorized by the general laws of the State of Florida and the Fort White Charter to engage a consultant to perform the services identified herein.
C. The Town Council finds and has determined that Williams has the necessary education, training, and experience in management to serve the Town.
D. The Town Council and Williams believe that a formal Agreement, when appropriately structured, can be mutually beneficial to the Town Council, Williams, and the community to be served.
F. The Town Council desires to employ the services of Williams, and Williams accepts the employment, pursuant to the terms, conditions and provisions of this Agreement.
NOW, THEREFORE, the Town Council and Williams, for and in consideration of the premises and of the terms, conditions and provisions herein established, have agreed and do hereby agree as follows:
1. RECITALS. The above recitals are all true and accurate and are incorporated herein and made a part of this Agreement.

2. TERM OF EMPLOYMENT.
A. Subject to the other terms and conditions of this Agreement, the Town Council hereby employs Williams to serve as its consultant beginning March 23, 2020. Williams hereby confirms his acceptance of such employment and agrees to be responsible for performing consulting services to the Town,including the duties and powers enumerated herein in accordance with the Fort White Charter and laws of the State of Florida.
B. Williams understands and agrees that the Town Council has the right to terminate his services as a consultant at any time subject to and in accordance with the provisions of this Agreement. Williams provides consulting services at the pleasure of the Town Council.

3. POSITION SUMMARY. Williams shall report directly to the Town Council in carrying out the duties identified herein. The primary function of this Agreement, and the relationship between the Town and Williams, is to improve administration of the Town in accordance with the Fort White Charter, and the policies and regulations established by the Town Council.
.
RESPONSIBILITIES. Williams shall have the following responsibilities:
A. Assist the Town Council in administrative management functions relating to the Town that would otherwise be delegated to the Town Clerk including, but not limited to, making recommendations regarding the supervision of all Town employees.

B. Confer with Town Councilmembers, staff and key citizens to determine subjects of and for Town Council interest.

C. Interface with the Town Councilmembers, public, and state and federal agencies and legislators, as necessary.

D. Interact with the Town’s Mayor, Councilmembers, attorneys and accountants to provide requested information.

E. Review, analyze, and develop personnel descriptions and policies and procedures to maximize public services.

F. Evaluate compliance with public and governmental rules and regulations including, but not limited to, the supervision of, and preparation and publication of all public notices, all required governmental budgetary compliance certifications and records maintenance.

G. Evaluate all existing ordinances to insure they are meeting desired objectives and make recommendations for changes as needed.
H. Evaluate the Town water utility and develop a plan to correct all deficiencies.

I. Prepare budget strategies for the likelihood of shared revenue reductions due to the COVID-19 health emergency,

J. Perform the duties of the Town Clerk, on an interim basis, as assigned by the Town Council and Fort White Charter.

K. Assist the Town Council in developing a priority list to address any changes and corrections which may be identified from work performed under this consulting agreement.

5. COMPENSATION. The Town shall compensate Williams at the rate of Forty-Nine U.S. dollars and zero cents ($49.00) per hour worked. Williams shall submit the number of hours he has worked in a timely manner so that the Town may compensate Williams on the same schedule as that for other Town employees. The hours billed by Williams shall not exceed 40 hours bi-weekly unless approved by the Town Council,

6. TRANSPORTATION. For all travel by Williams, approved in advance by the Town Council, he shall receive reimbursement for expenses, including vehicle mileage, at the same rate and in the same amount as the per diem amount allowed other Town employees, calculated at the State of Florida, per diem rates.

7.TERMINATION.
A. This Agreement may be terminated by either the Town Council or Williams without cause upon the terminating party giving thirty (30) days written notice to the other party.

B. Termination on Death. This Agreement shall be terminated on the death of Williams as of the date of death. If this Agreement is terminated by the death of Williams, the Town shall pay a designated beneficiary of Williams or his estate all accrued compensation due Williams as of the date of his death. The Town shall have no other liability to Williams, his estate, heirs or beneficiaries.

8. FILES AND RECORDS. All files and records concerning Town business in the office of Williams or in his possession or control shall belong to and remain the property of the Town, Williams shall deliver such files and records to the Town prior to the effective date of his termination.

9. AMENDMENTS. This Agreement may be modified or amended as may be mutually agreed upon by the parties. Modifications or amendments to this Agreement shall be in writing and executed by the parties.

10. INDEMNIFICATION. Subject to the limitations of Section 768.28, Florida Statutes, the Town hereby agrees to defend, hold harmless, and indemnify Williams, from any and all demands, claims, suits, actions, judgments, expenses, and attorney’s fees incurred in any legal proceedings brought against Williams in Williams’ individual or official capacity as a consultant to the Town, providing that any incidents that are the basis of any such demands, claims, suits, actions, judgments, expenses, and attorney’s fees, arose from an act or omission of Williams, as a consultant to the Town, acting within the course and scope of Williams’ employment as consultant with
the Town; excluding, however, any such demand, claim, suit, action, judgment, expenses, and attorney’s fees for those claims or any cause of action where it is determined that Williams individually or acting as a consultant committed official misconduct, or committed a willful or wrongful act or omission, or an act or omission constituting gross negligence, or acted in bad faith,

11. NOTICES. Any notice required or desired to be given under this Agreement shall be deemed given, in writing, sent by certified mail to the respective addresses first listed above.

12.PUBLIC RECORDS. Williams shall comply with all public records laws.

A. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
Town Clerk 118 SW Wilson Springs Road Fort White, Florida, 32038 386-497-2321

B. Williams shall comply with public records laws, specifically Williams shall:

1. Keep and maintain public records required by the Town to perform the services.

2. Upon request from the Town’s custodian of public records, provide the Town 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 this Chapter 119 of Florida Statutes or as otherwise provided by law.

3. 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 term and following completion of this agreement if records are not transferred to the Town.

4. If any portion of any documents, data, or records submitted to the Town are to be considered confidential, proprietary, trade secret or otherwise not subject to disclosure pursuant to Chapter 119, Florida Statutes, the Florida Constitution or other authority, Williams must simultaneously provide the Town with a separate redacted copy of the information it claims as confidential and briefly describe in writing the
grounds for claiming exemption from the public records law, including the specific statutory citation for such exemption. This redacted copy shall contain the Agreement name, number, and shall be clearly titled “Confidential.” The redacted copy should only redact those portions of material that Williams claims is confidential, proprietary, trade secret or otherwise not subject to disclosure.

5. In the event of a public records or other disclosure request pursuant to Chapter 119, Florida Statutes, the Florida Constitution or other authority, to which documents that are marked as “Confidential” are responsive, the Town will provide Williams’ redacted copies to the requestor. If a requestor asserts a right to the Confidential Information, the Town will notify the Williams such an assertion has been made. It is Williams’ responsibility to assert that the information in question is exempt from disclosure under Chapter 119 or other applicable law. If the Town becomes subject to a demand for discovery or disclosure of the Confidential Information of Williams under legal process, the Town shall give Williams prompt notice of the demand prior to releasing the information labeled “Confidential” (unless otherwise prohibited by applicable law). Williams shall be responsible for defending its determination that the redacted portions of its response are confidential, proprietary, trade secret, or otherwise not subject to disclosure.

6. Protect, defend, and indemnify the Town for any and all claims arising from or relating to Williams’ determination that the redacted portions of its response are confidential, proprietary, trade secret, or otherwise not subject to disclosure. If Williams fails to submit a redacted copy of information he claims is Confidential, the Town is authorized to produce the entire document, data, or records submitted to the Town in response to a public records request or other lawful request for these records.

7. Upon completion of the contract, transfer, at no cost, to the Town all public records in his possession or keep and maintain public records required by the Town to perform the service. If Williams transfers all public records to the Town upon completion of the contract, Williams shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Williams keeps and maintains public records upon completion of the contract, Williams shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Town, upon request from the Town’s custodian of public records, in a format that is compatible with the information technology systems of the Town.

13. GENERAL PROVISIONS.
A. Complete Agreement. This Agreement sets forth and establishes the entire understanding between the Town and Williams relating to the employment of Williams as consultant to the Town. Any prior discussions or representations by or between the parties are rendered null and void by this Agreement. The parties by mutual written signed agreement may amend any provisions of this Agreement during the term of this Agreement. Such amendments shall be incorporated and made a part of this Agreement.

B. Binding Effect. This Agreement shall be binding on the Town and Williams as well as their heirs, assigns, executors, personal representatives, and successors in interest.

C. Saving Clause. If any term or provision of this Agreement, as applied to any party or to any circumstance, is declared by a court of competent jurisdiction hereof to be illegal, unenforceable, or void in any situation and in any jurisdiction, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending provision in any other situation or in any other jurisdiction. The parties agree that the court making such determination shall have the power to reduce the scope, duration, area of applicability of the term or provision, to delete specific words or phrases or to replace any illegal, unenforceable, or void term or provision with a term or provision that is valid and enforceable and that comes closes to expressing the attention of the invalid or unenforceable term or provision.

D. Conflicts. In the event of any conflict between the terms, conditions, and provisions of this Agreement and the applicable laws and authorities, then the contrary provisions of the applicable law and authorities shall take precedence over this Agreement.

E. Controlling Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida and shall be performed in Columbia County, Florida, unless otherwise provided by law. Sole and exclusive venue for any legal proceedings arising from or as a result of this Agreement shall be a court of competent jurisdiction in Columbia County, Florida.

F. Costs and Attorneys’ Fees. The prevailing party in any legal proceedings arising from or as a result of this Agreement shall be entitled to recover its attorneys’ fees and costs.

G. Legal Representation. The parties acknowledge attorney Frederick L. Koberlein, Jr., representing only the Town of Fort White, has drafted this Agreement, and has not provided legal representation to Williams or any other party. Williams has chosen to negotiate and review this document on his own.

H. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, including their heirs and successors, but neither this Agreement nor any rights hereunder shall be assignable by either of the parties.

1. Failure to Exercise. The failure of any party to exercise any right in this Agreement will not waive such right in the event of any future default or non-compliance.

J. Miscellaneous. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by one of the parties. It is recognized that both parties have substantially contributed to the preparation of this Agreement.

IN WITNESS WHEREOF, the Town of Fort White and Williams have caused this Agreement to be executed the day and year first above written.
TOWN OF FORT WHITE, FLORIDA
// By:.
Rønnie Frafier, Mayor
ATTEST:
APPROVED AS TO FORM AND LEGALITY:
By:
Donald Cook, Vice-Mayor
By:
Frederick L. Koberlein, Jr., Town Attorney
By:
By: — Veche
Dale Williams, Individually

3 Replies to “A REAL CONTRACT DONE BY FRED KOBERLEIN OUR FORMER ATTORNEY

    1. As an added note, although this Ft. White Contract is completely concise, it will be a test for the IRS which explicitly states that if it is a business usual to the Company/Municipality’s business, then one must be an employee not a consultant.  Hopefully they check into Koberleins instead of our contract because at least it is stronger. But yes he is a consultant but our agreement for Jones means nothing and the Town will get its butt kicked by the IRS

    2. This time for certain. I never believe newspapers alone because the information may be outdated or changed by the time they place it in. However, we’ll see how this works. I did not realize until I read this contract how much more professional as an attorney Koberlein is. If Tommie remains a consultant the contract must change or if someone else comes in with a request to be a consultant and we hire them, then we’d better do a strong contract.

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