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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 2 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