HomeMy WebLinkAbout2609 City of Sanford/Jake Varn Amended Employment AgreementCitv of Sanford/Jacob D. Varn Amended Employment Agreement
This Agreement is made and entered into this 12th day of May, 2025, by and
between the City of Sanford, a Florida municipal corporation, hereinafter referred to as
"the City," whose address is 300 North Park Avenue, Sanford, Florida 32771, and Jacob
D. Varn, whose address is 1501 Fernando Drive, Tallahassee, Florida 32303,
hereinafter referred to as "Varn" whose address is on file with the City.
Witnesseth:
Whereas, the City is desirous of retaining the professional legal services of an
employee of the City for the provisions of legal services to the City to address its goal of
providing high quality and healthy water to its citizens and residents; and
Whereas, Varn wishes to have his professional legal services procured by the
City to perform the duties and responsibilities as set forth herein and acknowledges said
position with the City is a temporary full-time exempt position under the provisions of the
Fair Labor Standards Act and under the terms and conditions of this Agreement.
Now, Therefore, in consideration of these premises and of good and sufficient
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
do hereby covenant and agree to the following:
Section 1. Scone of Aareement/Recitals. The recitals set forth in the whereas
clauses above are adopted by the parties and incorporated herein as a substantive part
of this Agreement.
Section 2. Duties and Responsibilities.
(a). The City hereby agrees to procure the professional legal services of Varn
and Varn agrees to provide his professional legal services to the City to accomplish the
11 >age
jov
duties and responsibilities as prescribed below:
(1). Attainment of the City's consumptive use permit issued by
the St. Johns River Water Management District and associated and
related matters while working under the direction of the City's Public
Works and Utilities Director and in collaboration with the City's other
consultants.
(2). Attainment of funding from the Florida Department of
Environmental Protection and other associated entities with regard to the
funding of the procurement of the goods and services necessary to
construct needed systems and facilities to treat water entering and from
the wells of the City to address contamination, generally, but, specifically
and primarily, 1,4 dioxane contamination while working under the direction
of the City Manager and in collaboration with other City personnel and
consultants.
(3). Provide assistance to City legal counsel who have been
engaged by the City to prosecute claims and otherwise act for the benefit
of the City relative to litigation involving 1,4 dioxane, and related, water
contamination matters which affect the ability of the City to provide high
quality and uncontaminated water to its citizens and customers while
working under the direction of the City's engaged legal counsel, DSK Law.
(b). All of the foregoing shall be accomplished in conjunction with the efforts of
the City and in cooperation with the City Attorney in her capacity under the City Charter
of the City.
20 age
JIDV
Section 3. Term. This Agreement shall be for a term commencing May 1, 2025
from month-to-month until terminated by either Varn or the City.
Section 4. Compensation.
(a). In consideration for the services provided by Varn, the City will pay Varn
$13,000.00 per month for services rendered.
(b). Varn agrees that he is a temporary full-time employee of the City of the
City and is an exempt employee of the City under the Fair Labor Standards Act and will
not be entitled to any overtime wage payments.
(c). The City will not provide Varn with any travel expenses, any office space,
any office supplies, any telephone or telephone services, any computer or computer
services or any other facilities of any type or nature during the duration of his tenure as
an employee of the City.
Section 5. Devotion of Time. Varn agrees to devote fully adequate productive
time, ability and attention to the business of the City during the term of this Agreement
to accomplish all legal work necessary to accomplish the scope of services/duties and
responsibilities as set forth herein.
Section 6. Compliance with Law. Varn agrees to abide by and comply with all
local, State and Federal statutes, laws, ordinances, codes, rules and regulations and,
with specificity, the provisions of the Code of Ethics for Public Officers and Employees
as set forth in Chapter 112, Florida Statutes, and other controlling law, as well as all City
laws. Codes, ordinances, rules, regulations, policies and procedures of the City during
the term of this Agreement such as, but not limited to, the City Charter and the Code of
Ethics of the City and the personnel rules and regulations of the City.
31'
'ip
J
Section 7. Breach of Aareement.
(a). If Varn breaches any of the terms of this Agreement or fails to fully perform
his duties and responsibilities, this Agreement be subject to immediate termination.
Such termination shall be in addition to, and shall not prejudice, any other remedy to
which the City may be entitled, either at law, in equity, or under this Agreement.
(b). Nothing herein shall provide Varn with property rights in his engagement
with the City.
Section 8. Indemnification.
(a). Varn agrees to fully and completely hold harmless, indemnify and defend
the City, its officials, officers, employees, and agents against any and all claims,
demands, losses, damages, actions, causes of actions, or lawsuits for damages, arising
from, allegedly arising from, or related to the provision of services hereunder by the
Varn.
(b). Varn shall be entitled to the same protections, if any, as any other City
employee of the City in terms of liability for actions taken within the scope of services as
set forth herein on City property.
(c). Varn shall pay and discharge or appeal, at his sole costs and expense,
any and all judgments, damages, costs, and expenses arising, in any way, from the use
of the City's facilities for non -City activities.
(d). Varn covenants not to sue the City. This indemnification is plenary and
complete as to the activities of Varn.
41
Pq
Section 9. Assianments/Transfers. Varn shall not subcontract, assign or
transfer his rights and obligations under this Agreement to any person or entity.
Section 10_ Governina Law/Venue/Compliance With Law.
(a). This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida and the City of Sanford.
(b). Venue for any dispute shall be in the Eighteenth Judicial Circuit Court in
and for Seminole County, Florida.
(c). Varn shall fully comply with all applicable local, State and Federal laws,
codes, rules and regulations of any other type or nature.
Section 11. Specific Performance/Time Is Of The Essence.
(a). Strict compliance shall be required with each and every provision of this
Agreement.
(b). The parties agree that failure to perform the obligations established in this
Agreement shall result in irreparable damage, and that specific performance of these
obligations may be obtained by suit in equity.
(c). Time is of the essence to this Agreement and every right or responsibility
shall be performed within the times specified.
Section 12. Attorney's Fees. In the event of any action to enforce the terms of
this Agreement, the prevailing party shall be entitled to recover reasonable attorneys'
fees, paralegals' fees, and costs incurred, whether the same be incurred in a pre-
litigation negotiation, litigation at the trial level, or upon appeal.
Section 13. Force Maieure. The parties agree that in the event that the failure
by either party to accomplish any action required hereunder within a specific time period
5 1 P a
Cyd
("Time Period") constitutes a default under terms of this Agreement and, if any such
failure is due to any unforeseeable or unpredictable event or condition beyond the
control of such party including, but not limited to, acts of God, acts of government
authority (other than the City's own acts), acts of public enemy or war, terrorism, riots,
civil disturbances, power failure, shortages of labor or materials, injunction or other court
proceedings beyond the control of such party, or severe adverse weather conditions
("Uncontrollable Event"), then notwithstanding any provision of this Agreement to the
contrary, that failure shall not constitute a default under this Agreement and any Time
Period proscribed hereunder shall be extended by the amount of time that such party
was unable to perform solely due to the Uncontrollable Event.
Section 14. Interpretation.
(a). Varn and the City agree that all words, terms and conditions contained
herein are to be read in concert, each with the other, and that a provision contained
under one heading may be considered to be equally applicable under another in the
interpretation of this Agreement.
(b). This Agreement shall not be construed more strictly against either party on
the basis of being the drafter thereof, and both parties have contributed to the drafting of
this Agreement.
Section 15. Cautions. Sections and other captions contained in this Agreement
are for reference purposes only and are in no way intended to describe, interpret,
define, or limit the scope, extent or intent of this Agreement, or any provision hereto.
Section 16. Counternarts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which, taken
61
Jyq
together, shall constitute one and the same document.
Section 17. Modifications/Amendments/Non-Waiver.
(a). Amendments to and waivers of the provisions herein shall be made by the
parties only in writing by formal amendment as set forth herein.
(b). Failure of any party hereto to exercise any right hereunder shall not be
deemed a waiver of any such right and shall not affect the right of such party to exercise
at some future date any such right or any other right it may have.
Section 18. Notices.
(a). Whenever either party desires to give notice unto the other, notice may be
sent to:
For the City:
Norton N. Bonaparte, Jr., ICMA-CM
City Manager
300 North Park Avenue
Sanford, Florida 32771
With a copy to:
Lindsay N. Greene
City Attorney
De Beaubien Simmons Knight Mantzaris & Neal LLP
332 North Magnolia Avenue
Orlando, Florida 32801
For Varn:
Jacob D. Varn
1501 Fernando Drive
Tallahassee, Florida 32303
(b). Either of the parties may change, by written notice as provided herein, the
addresses or persons for receipt of notices.
71
JOV
Section 19. No Authoritv to Bind Citv. Varn has no authority to enter into
contracts or agreement on behalf of the City. This Agreement does not create a
partnership between the parties.
Section 20. Termination. This Agreement may be terminated by either party for
any reason upon 30 days written notice, provided via United States Mail to the
addresses herein. This is an at will employment agreement.
Section 21. Event of Termination. In the event of the termination of this
Agreement, Varn shall be entitled to the compensation earned through to the time of
termination, computed pro rata. Varn shall be entitled to no further compensation as of
the date of termination.
Section 22. Severabilitv. The validity, interpretation, construction and effect of
this Agreement shall be in accordance with and governed only by the laws of the State
of Florida. Should any litigation occur as a result of or in conjunction with this
Agreement, any such disputes shall be litigated in Seminole County, Florida. In the
event any provision hereof is determined to be unenforceable or invalid, such
unenforceability or invalidity shall not affect the remaining provisions of this Agreement,
which shall remain in full force and effect. To that extent, this Agreement is deemed
severable
Section 23. Requirement Of A Writing. Any alterations, amendments,
deletions, or waivers of the provisions of this Agreement shall be valid only when
reduced to writing and duly signed by the parties.
Section 24. Entire Aareementllntearation. It is understood and agreed that the
entire Agreement of the parties is contained herein and that this Agreement supersedes
81
JO
all oral agreements and negotiations between the parties relating to the subject matters
hereof.
In Witness Whereof, the parties hereto have set their hands and seals the day,
month and year above written.
Witness:
&4&�•
S i an at u rp
F�,,�, tw L Cr v I
Printed Name
Employee/Jacob D. Varn
Attest: City Of Sanford,_ Florida
�_N&'Tkbcl
Traci Houchin, MMC. FCRM*,,_.,..� Norton N. Bonaparte;' r., ICMA-CM
City Clerk ` '� City Manager
For the use and reliance of the City
Of Sanford only. Approved as to form
and legal sufficiency.
say N_ Greene, Esquire
Attorney
H