HomeMy Public PortalAbout2006-44 Approving Agreement with Henny Groschel-BeckerRESOLUTION NO. 2006-44
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE
VILLAGE AND HENNY GROSCHEL-BECKER FOR
COMMUNICATION CONSULTING SERVICES;
AUTHORIZING VILLAGE MANAGER TO EXECUTE AND
IMPLEMENT THE AGREEMENT; PROVIDING FOR
EFFECTIVE DATE.
WHEREAS, the Village Council finds, upon recommendation of the Village Manager, that
it is in the best interest of the Village to utilize the services of Henny Groschel-Becker (the
"Consultant"), for professional communication consulting services; and
WHEREAS, the Village Council finds that approval of the Agreement between the Village
and Consultant is in the best interest of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recital Adopted. That each of the above stated recitals is hereby adopted and
confirmed.
Section 2. Agreement Approved. That the Professional Services Agreement, in
substantially the form attached hereto, is hereby approved, and the Village Manager is authorized
to execute the Agreement, on behalf of the Village, once approved as to form and legal sufficiency
by the Village Attorney.
Section 3. Implementation. That the Village Manager is hereby authorized to take
any action which is necessary to implement the Agreement and this resolution.
Section 4. Effective Date. That this resolution shall be effective immediately upon
adoption hereof.
PASSED AND ADOPTED this 24th day of October , 2006.
Accii-u-ei/L:-J
MAYOR ROBERT OLDAKOWSKI
AT
laA46-A"
CHITA H. ALVAREZ, CMC, VILLAGE CLERK
APPROVED AS T • FORM AND LEGAL SUFFICIENCY:
VILLAGE AT
O
F:\100\103001\Resolutions\Resolution approving agreement between Village and H. Groschel-Becker.doc
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VILLAGE OF KEY BISCAYNE
AGREEMENT FOR
SERVICES
THIS AGREEMENT, made and entered into on the 1 day of Nmoaef, 2006 by and
between the Village of Key Biscayne, Dade County, Florida, party of the first (Hereinafter called
"Village"), and Henny Groschel-Becker, Ph.D. , party of the second part (Hereinafter called
"CONSULTANT");
RECITALS
The VILLAGE wants to engage the CONSULTANT to perform certain professional services as
described in accordance with paragraph 1, scope of services to this Agreement ("Specified Services").
The CONSULTANT wants to provide such Specified Services.
In consideration of the mutual covenants in this Agreement, the parties agree as follows:
1 SCOPE OF SERVICES
A. The CONSULTANT agrees to perform the Specified Services upon request from the Village
Manager, in CONSULTANTS Proposal (the "Proposal"), a copy of which is attached hereto and
incorporated herein as Exhibit "A".
1... FEES FOR SERVICES
The CONSULTANT agrees to charge the VILLAGE for performance of the Specified Services
provided in accordance in "Exhibit A" in an amount not to exceed Forty -Five Thousand five Hundred
Dollars ($45,500), as detailed in the Proposal.
3. TERM
The term of this agreement is from October 1, 2006 to September 30, 2007 unless terminated
pursuant to paragraph 7 or extended pursuant to paragraph 9.
4. GENERAL TERMS AND CONDITIONS
The VILLAGE reserves the right to amend the scope of services with appropriate adjustments
to the contract price.
5. ASSIGNMENT
This Agreement shall not be assignable by the CONSULTANT.
6. PROHIBITION AGAINST CONTINGENT FEES
The CONSULTANT, warrants that it has not employed or retained any company or person,
other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this
Agreement, and that it has not paid or agreed to pay any person(s), company, corporation, individual
or firm, other than a bona fide employee working solely for the CONSULTANT any fee, commission,
percentage, gift, or any other consideration, contingent upon or resulting from the award or making of
this Agreement.
7. TERMINATION
This Agreement may be terminated by the VILLAGE upon ten days' written notice with or
without cause and may be terminated by the CONSULTANT upon ten days' written notice with or
without cause. If this Agreement is terminated, the CONSULTANT shall be paid in accordance with
the provisions of Paragraph 2 of this contract for all acceptable work performed up to the date of
termination.
8. NONEXCLUSIVE AGREEMENT
The services to be provided by the CONSULTANT pursuant to this Agreement shall be
nonexclusive and nothing herein shall preclude the VILLAGE engaging other firms to perform the
same or similar services for the benefit of the VILLAGE within the VILLAGE'S sole and absolute
discretion.
9. ENTIRE AGREEMENT
The parties hereby agree that this is the entire Agreement between the parties. This
Agreement cannot be amended or modified without the express written consent of the parties. The
Village Manager shall act for Village hereunder.
10. WARRANTIES OF CONSULTANT
The CONSULTANT hereby warrants and represents that all times during the term of this
Agreement it shall maintain in good standing all required licenses, certifications and permits required
under Federal, State and local laws necessary to perform the Specified Services.
11. ATTORNEY'S FEES
In connection with any litigation arising out of this Agreement, the prevailing party shall be
entitled to recover reasonable attorney's fees and costs. This provision shall exclude all litigation
resolved by agreement of the parties.
NOTICES
All notices and communications to the VILLAGE or CONSULTANT shall be in writing and shall
ae deemed to have properly given if transmitted by registered or certified mail or hand delivery. All
notices and communications shall be effective upon receipt. Notices shall be addressed as follows:
Village:
With a copy to:
Jacqueline R. Menendez
Village Manager
88 West McIntyre Street
Key Biscayne, Florida 33149
Village Attorney
Weiss Serota & Helfman
Pastoriza Cole & Boniske P.A.
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
CONSULTANT: Henny Groschel-Becker
290 West Mashta Drive
Key Biscayne, FL 33149
13. GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this
Agreement upon the terms and conditions above stated on the day and year first above written.
CONSULTANT:
Henny Groschel-Becker
290 West Mashta Drive
Key Biscayne, FL 33149
By:
Name
Attest: lM6—dt Qa-tue
VILLAGE:
Village of Key Biscayne
88 West McIntyre Street
Key Biscayne, Florida 33149