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Home My Public Portal About2005-43 Agreement with Henny Groschel-Becker for Communication Consulting ServicesRESOLUTION NO. 2005-43 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 22nd day of November , 2005. 7/47 (izfA,k) L__L MAYOR ROBERT OLDAKOWSKI AT CONCHITA H. ALVAREZ, CMC, VILLAGE CL APPROVED AS FORM AND LEGAL SUFFI 1 VILLAGE ATTO Y F:\100\103001\Resolutions\Resolution approving agreement between Village and H. Groschel-Becker.doc 2 VILLAGE OF KEY BISCAYNE AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT made and entered into thi //day of November, 2005, by and between the VILLAGE OF KEY BISCAYNE (the "VILLAGE") and HENNY GROSCHEL- BECKER, (the "CONSULTANT"). RECITALS: The VILLAGE wants to engage the CONSULTANT to perform certain professional services as specifically described in Exhibit "A" to this Agreement ("Specified Services"). The CONSULTANT wants to provide such Specified Services. In consideration of the mutual covenants set forth in this Agreement, the parties agree as follows: 1. SCOPE OF SERVICES A. The CONSULTANT agrees to provide the Specified Services upon written request from the Village Manager. CONSULTANT shall provide the Specified Services as an independent contractor for the VILLAGE. B. The CONSULTANT recognizes that, unless expressly provided by the Village Council, only the Village Manager is authorized to commit the expenditure of VILLAGE funds for the implementation of CONSULTANT's recommendations. 2. FEES FOR SERVICES As full compensation for satisfactory performance of the Specified Services, the CONSULTANT agrees to charge and shall be paid by the VILLAGE, a total fee not to exceed FIFTY-SIX THOUSAND ($56,000.00) DOLLARS. CONSULTANT shall be paid on an hourly basis in accordance with the following rate schedule: (a) $60.00 per hour for the period of October 1, 2005 through January 31, 2006, not to exceed thirty (30) hours per week. (b) $65.00 per hour for the period of February 1, 2006 through September 30, 2006, not to exceed twenty (20) hours per week. Fees shall be paid in arrears each month, pursuant to monthly invoice, based upon the hours of work completed for each task invoiced. Invoices shall be promptly processed for payment by VILLAGE pursuant to the Local Government Prompt Payment Act. 3. TERM The duration of the term of this Agreement shall commence retroactive to October 1, 2005 and shall end on September 30, 2006, unless extended by the Village Manager or earlier terminated pursuant to paragraph 7. 4. RECORDS All original reports, work papers, guidelines, designs, sketches, tracings, drawings, computations, and any other documents and plans that result from the CONSULTANT providing Specified Services (the "Records") shall be the property of the VILLAGE. Upon termination of this Agreement or upon request of the VILLAGE during the term of this Agreement, any and all such documents shall be delivered to the VILLAGE by the CONSULTANT. Work products which are created for VILLAGE by CONSULTANT may be used by her during the course of her normal business, unless prohibited by law. CONSULTANT recognizes that such Records may contain material exempt from State of Florida Public Records Disclosure Act and will immediately upon receipt turn over to VILLAGE for response any request from a third party for access to or copy(ies) of said Records. -2- 5 ASSIGNMENT This Agreement shall not be assignable by the CONSULTANT. 6. PROHIBITION AGAINST CONTINGENT I+LES The CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide 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 twenty (20) days written notice with or without cause and by the CONSULTANT upon thirty (30) 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 above, 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 from 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 -3- Village Manager shall act for VILLAGE hereunder. 10 WARRANTIES OF CONSULTANT The CONSULTANT hereby warrants and represents that at all times during the term of this Agreement it shall maintain in good standing all required licenses, certifications and peiiiiits required under Federal, State and local laws necessary to perfoilii the Specified Services. 11. NOTICES All notices and communications to the VILLAGE or CONSULTANT shall be in writing and shall be deemed to have been 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: Jacqueline R. Menendez Village Manager Village of Key Biscayne 88 West McIntyre Street Key Biscayne, Florida 33149 With a copy to: David M. Wolpin, Esq. Village Attorney Weiss Serota Helfman Pastoriza Cole & Boniske, P.A. 2665 South Bayshore Drive, Suite 420 Miami, Florida 33133 Consultant: 12. GOVERNING LAW Henny Groschel-Becker Island Style Consulting & Design 290 West Mashta Drive Key Biscayne, Florida 33149 This Agreement shall be construed in accordance with the laws of the State of Florida. [THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK] -4- IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this Agreement upon the tennis and conditions above stated on the clay and year first above written. CONSULTANT: HENNY GROSCHEL-BECKER By: Henn Groschel-Bec er ih • Loftily VILLAGE: VILLAGE OF KEY BISCAYNE 88 West McIntyre Street Biscayne, F .e da 49 4a -/Al° .11age Clerk ED AS TO FORM AND LEGAL IENCY FOR THE USE AND RELIANCE ILLAGE ONLY: -5-