CITY OF NORTH LAUDERDALE

RESOLUTION NO. 2007- ______________

A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF NORTH LAUDERDALE, FLORIDA, AUTHORIZING THE MAYOR OF THE CITY OF NORTH LAUDERDALE, FLORIDA, ON BEHALF OF THE CITY, TO EXECUTE AND TO OTHERWISE ENTER INTO THE ATTACHED INDEPENDENT CONTRACTOR PROFESSIONAL SERVICES EMPLOYMENT CONTRACT BY AND BETWEEN THE CITY OF NORTH LAUDERDALE AND SAMUEL STUART GOREN, A MEMBER OF THE LAW FIRM OF GOREN, CHEROF, DOODY & EZROL, P.A., PURSUANT TO WHICH CONTRACT THE CITY DOES EMPLOY SAMUEL STUART GOREN, A MEMBER OF THE LAW FIRM OF GOREN, CHEROF, DOODY & EZROL, P.A., AS "CITY ATTORNEY" FROM OCTOBER 1, 2007 TO SEPTEMBER 30, 2008 AUTHORIZING THE MAYOR TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION AND PROVIDING FOR AN EFFECTIVE DATE.

BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF NORTH LAUDERDALE, FLORIDA, THAT:

SECTION 1. The Mayor of the City of North Lauderdale, Florida, be and the same is hereby authorized, on behalf of the City of North Lauderdale to execute and to otherwise enter into the Independent Contractor Professional Services Employment Contract attached hereto and incorporated hereby by reference, pursuant to which contract the City does employ Samuel Stuart Goren, a member of the law firm of Goren, Cherof, Doody & Ezrol, P.A., as "City Attorney" of the City of North Lauderdale on an Independent Contractor/outside counsel basis from October 1, 2007 through September 30, 2008.

SECTION 2. The Mayor of the City of North Lauderdale, Florida, be and the same is hereby authorized and directed to all things necessary and expedient in order to effectuate the execution of and the performance of the Independent Contractor Professional Services Employment Contract, described in Section 1 above, and to carry out the aims of this Resolution and the said Independent Contractor Professional Services Employment Contract.

SECTION 3. This Resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY OF NORTH LAUDERDALE, FLORIDA, THIS _____ DAY OF __________________, 2007.

_____________________________

MAYOR JACK BRADY

________________________________

VICE MAYOR RICH MOYLE

ATTEST:

____________________________

PATRICIA VANCHERI, Acting City Clerk

APPROVED AS TO LEGAL FORM

BY CITY ATTORNEY:

_____________________________

SAMUEL S. GOREN, ESQUIRE

INDEPENDENT CONTRACTOR PROFESSIONAL

SERVICES EMPLOYMENT CONTRACT

THIS INDEPENDENT CONTRACTOR PROFESSIONAL SERVICES EMPLOYMENT CONTRACT is made and entered into in duplicate in Broward County, Florida, this _______ day of ________________, 2007 by and between the CITY OF NORTH LAUDERDALE, Broward County, Florida, a Florida municipal corporation, hereinafter referred to as "CITY", being party of the first part, and SAMUEL S. GOREN, as a member of the law firm of Goren, Cherof, Doody & Ezrol, P.A., hereinafter referred to as "ATTORNEY", party of the second part.

IN CONSIDERATION of the mutual covenants and promises herein contained and the mutual exchange of other good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually agreed, promises and covenanted as follows:

1.0 CITY does hereby agree to employ and accordingly does employ ATTORNEY, and ATTORNEY does hereby agree to accept and does accordingly accept employment by the CITY in the capacity of "City Attorney" of the City of North Lauderdale, Broward County, Florida, all in accordance with the terms and conditions and provisions of said employment as set forth hereinbelow.

2.0 The term of employment of ATTORNEY under this Contract, hence the term of this Independent Contractor Professional Services Employment Contract, shall commence on October 1, 2007, and terminate on September 30, 2008; the term of employment of ATTORNEY hereunder shall be for a period of twelve (12) months, unless the term of employment of ATTORNEY is earlier reduced or terminated pursuant to the early termination provision as set forth herein in numbered Paragraph 3 hereof.

3.0 This Independent Contractor Professional Services Employment Contract is terminable by either CITY or ATTORNEY at any time on sixty (60) days written notice to the other party. However, at CITY'S option, and if so requested by CITY, ATTORNEY shall continue to provide the professional services contemplated herein pending the appointment/employment of his successor if such appointment/employment requires more than sixty (60) days, and provided that CITY exerts reasonable efforts during said sixty (60) days to seek and select his said successor. In addition, the parties may terminate this Employment Contract at any time and on any agreed basis by mutual consent of all parties, the same reduced to writing and properly executed by all parties hereto. Likewise, the term of this Agreement may be extended at any time by mutual consent of all parties hereto, the terms of such extension being reduced to writing and executed by all parties hereto.

4.0 ATTORNEY agrees to personally attend all regular and special meetings of the City Commission and to attend any meeting of any official City board, committee or commission when specifically requested to attend and to perform any and all legal services, of whatever kind or nature, including office practice and litigation, required or requested of ATTORNEY by CITY for the City of North Lauderdale and the agents, servants and/or employees thereof (when same are acting in their official capacity(s) on behalf of the City of North Lauderdale) during the term of this Employment Contract, subject only to the following. All legal services to be performed by ATTORNEY hereunder shall be rendered at the request or direction of the majority of the City Commission (meaning majority of Commission sitting at the time that any vote is taken on a direction to request service from ATTORNEY); otherwise, ATTORNEY shall not be required to perform legal services for CITY except on his own initiative and at his own expense.

For purposes of clarification and emphasis: This Independent Contractor Professional Services Employment Contract is, and is intended to be, a party specific agreement and shall be construed accordingly. The individual attorney with whom CITY contracts hereby shall be the sole and exclusive party to render services for, to and on behalf of the CITY pursuant to the terms hereof. Except with the specific concurrence and approval of the City Commission, no substitution of counsel for ATTORNEY shall be permitted.

The parties specifically recognize and understand that the ATTORNEY is a member of the law firm of Goren, Cherof, Doody & Ezrol, P.A., Fort Lauderdale, Broward County, Florida (the "Firm") and that several members of the Firm possess the requisite skill, competence and exposure in municipal/governmental practice. Specifically, therefore, and notwithstanding any of the foregoing, the rendition of services hereunder by an attorney from the Firm other than the specific attorney contracted with hereunder shall not be prohibited and shall be deemed to be in accordance with the provisions of Section 112.313, Florida Statutes, as amended from time to time, including, litigation and support services otherwise described and permitted by the aforesaid Statute.

5.0 As full payment and compensation for ATTORNEYS services hereunder, CITY shall pay to ATTORNEY and ATTORNEY agrees to accept from CITY the annualized aggregate sum of ONE HUNDRED FORTY THREE THOUSAND NINE HUNDRED AND 00/100 ($143,900.00) DOLLARS, payable in equal monthly installments of ELEVEN THOUSAND NINE HUNDRED NINETY ONE AND 67/100 ($11,991.67) DOLLARS, on the first day of the month following the month of service rendition, with the initial installment to be made on the first day of November, 2007. In the event of early termination pursuant to the terms hereof, ATTORNEY shall be entitled only to such compensation as shall have accrued on a pro rata basis to the date of said early termination.

6.0 In addition to the compensation for professional services as last set forth, ATTORNEY shall be permitted to submit to the CITY on a monthly basis for payment by CITY to ATTORNEY an invoice for all reasonable and necessary legal expenses incurred on behalf of the CITY, such as court costs and filing fees, in addition to long distance toll charges, messenger service, computerized legal research and photo‑copying and facsimile costs not performed by the CITY. The foregoing constitutes reimbursement of expenses to ATTORNEY and not fees for services as contemplated hereunder. ATTORNEY may also request these costs be paid directly by CITY to the billing party, agency or vendor upon their original invoice or billing statement rather than on a reimbursement basis including reimbursement for library books and supplements owned by the CITY and in possession of the Attorney.

7.0 The CITY shall, by and through the City Manager, compensate the ATTORNEY on an hourly basis of ONE HUNDRED NINETY FIVE AND NO/100 ($195.00) DOLLARS per hour for:

7.1 Any litigation in which the City is a party plaintiff or a party defendant in either the Broward County Court, the Broward Circuit Court, or the United States District Court for the Southern District of Florida or any other trial or appellate Court into which the CITY is summoned or petitions;

7.2 Any administrative hearings before any governmental/administrative bodies including, but not limited to, the City's Civil Service Board;

7.3 Municipal prosecutions filed in the Broward County Court for matters not brought before the City's Code Enforcement Board;

7.4 Co‑Counsel activities with insurance counsel assigned by the City's insurance carrier when necessary and appropriate.

7.5 Forfeiture proceeding prosecuted pursuant to Chapter 932, Florida Statutes, at the trial level, plus court costs, all from the North Lauderdale Forfeiture Fund, prosecuted on behalf of the CITY pursuant to the Florida Contraband Forfeiture Statute, Chapter 932, Florida Statutes, as amended from time to time.

7.6 Labor negotiations and activities associated with statutory collective bargaining pursuant to Chapter 449, Florida Statutes, as amended, from time to time.

7.7 Municipal Charter School matters.

7.8 Municipal Bond work unless a flat fee is otherwise agreed to by the parties on an individual basis.

8.0 This Independent Contractor Professional Services Employment Contract sets forth the entire agreement between the parties hereto. Any prior conversations or writing are merged herein and extinguished. No subsequent amendment to this Contract shall be binding upon any of the parties hereto unless reduced to writing and properly signed and executed.

IN WITNESS WHEREOF, the parties have caused this Independent Contractor Professional Services Employment Contract to be executed this _______ day of _______________, 2007.

WITNESSES AS TO ALL PARTIES:

CITY OF NORTH LAUDERDALE

________________________________ BY: _____________________________________

MAYOR JACK BRADY

________________________________

BY: ___________________________________

________________________________ VICE MAYOR RICH MOYLE

________________________________ ATTEST:

BY:_______________________________________

PATRICIA VANCHERI, Acting City Clerk

ATTORNEY

_______________________________ ________________________________________

SAMUEL STUART GOREN, as a

_______________________________ member of the law firm of

Goren, Cherof, Doody & Ezrol, P.A.