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Home My Public Portal About1994-05 Key Biscayne Athletic Club contractRESOLUTION NO. 94-5 A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE MAYOR TO EXECUTE THE ATTACHED AGREEMENT ON BEHALF OF THE VILLAGE WITH THE KEY BISCAYNE ATHLETIC CLUB; PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: SECTION 1. The Mayor is hereby authorized to execute the attached agreement on behalf of the Village with the Key Biscayne Athletic Club for recreational services at a cost not to exceed $38,500. SECTION 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 8th DAY OF February , 1994. ATTEST: .cz.(7. .____ VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: VY V I L GE ATTORNEY VILLAGE OF KEY BISCAYNE AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this day of, ,19 by and between the VILLAGE OF KEY BISCAYNE (the "VILLAGE") and Key Biscayne Athletic Club,a Florida corporation (the "CONSULTANT"). RECITALS: The VILLAGE wants to engage the CONSULTANT to perform certain professional services as specifically described in Exhibit A to this Agreement ("Specified Services"). The CONSULTANT wants to provide such Specified Services. In consideration of the mutual covenants set forth in this Agreement, the parties agree as follows: 1. SCOPE OF SERVICES The CONSULTANT agrees to provide Specified Services upon written request from the Village Manager. 2. FEES FOR SERVICES The CONSULTANT agrees to charge the VILLAGE for Specified Services provided in accordance with the fee schedule attached as Exhibit B. 3. TERM The term of this Agreement is 1 year(s) unless earlier terminated pursuant to paragraph 8. 4. GENERAL TERMS AND CONDITIONS All original sketches, tracings, drawings, computations, details, design calculations, work papers and other documents and plans that result from the CONSULTANT providing Specified Services shall be the property of the VILLAGE. Upon termination of this agreement or upon request of the VILLAGE during the term of this Agreement, any and all such documents shall be delivered to the VILLAGE by the CONSULTANT. S. INSURANCE The CONSULTANT shall at all times carry professional liability insurance, worker's compensation insurance, public liability and property damage insurance, and automotive public liability and property damage insurance with minimum policy limits in the amount of ($ ) per occurrence. The Village shall be named as an additional insured on all of the above insurance policies. Each insurance policy shall state that it is not cancellable without written notice to the VILLAGE 30 days prior to the effective date of said cancellation 6. ASSIGNMENT This Agreement shall not be assignable by the CONSULTANT. 7. PROHIBITION AGAINST CONTINGENT FEES The CONSULTANT warrants that it has not employed or retained any company or person, other that 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. 8. TERMINATION This Agreement may be terminated by the VILLAGE upon ten days' written notice with or without cause and by the CONSULTANT upon 45 days' written notice with or without cause. If this Agreement is terminated, the CONSULTANT shall be paid in accordance with the provisions of Exhibit B for all acceptable work performed up to the date of termination. 9. 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. 10. 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. 11. 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 permits required under Federal, State and local laws necessary to perform the Specified Services. 12. ATTORNEYS FEES In connnection with any litigation arising out of this Agreement, the VILLAGE shall be entitled to recover reasonable attorneys fees and costs. 13. NOTICES All notices and communications to the VILLAGE 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: C. Samuel Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne, FL 33149 With a copy to: Consultant: Richard Jay Weiss, Esq. Village Attorney Weiss Serota & Helfman 2665 South Bayshore Drive Suite 204 Miami, FL 33133 Bonnie Cooper, Treasurer Key Biscayne Athletic Club P.O. Box 490335 Key Biscayne, F1.33149 (305) 361-7312 14. GOVERNING LAW This Agreement shall be construed in accordance with the laws of the State of Florida. EXHIBIT A Pursuant to the Agreement for Professional Services entered into between the Village of Key Biscayne Athletic Club, Incorporated, the Key Biscayne Athletic Club agrees co provide the following recreational services for the Village of Key Biscayne: 1. The Key Biscayne Athletic Club agrees to run a flag football program for the Village of Key Biscayne girls and boys during the months of September and October of 1993. Approximately 115 participants are expected in this program. 2. The Key Biscayne Athletic Club agrees to run a soccer program for the Village of Key Biscayne girls and boys from October 1993 until March 1994. Said program shall be at the intramural level for children ages 6 to 8 years of age and a travelling program for children ages 8 to 15. Approximately 250 participants are expected in this program. 3. The Key Biscayne Athletic Club agrees to run baseball and softball programs for the Village of Key Biscayne girls and boys from March 1994 until June 1994. Said program is to be run under the organizational umbrella of Little League Baseball, Incorporated of which the Key Biscayne Athletic Club has a charter. The program shall include a T -Ball league for children ages 6 to 8 and a major, minor and senior leagues for children ages 9 to 15. A girls softball program for ages 8 to 12 will also be included. Approximately three hundred participants are expected in this program. 4. The Key Biscayne Athletic Club agrees to run a basketball program for the Village of Key Biscayne girls and boys during the months of June and July. 5. The Key Biscayne Athletic Club agrees to provide coaches, referees, linesman, and any other personnel necessary to organize and run the abovementioned programs. 6. Key Biscayne Athletic club agrees to purchase and maintain necessary equipment, balls, bats, helmets, goals, bleachers, benches, and other equipment necessary to run the abovementioned programs. 7. The Key Biscayne Athletic Club agrees to purchase and supply all necessary uniforms and related equipment for participants in the abovementioned programs. 8. The Key Biscayne Athletic Club agrees to conduct and operate the abovementioned athletic programs for the benefit of the children of Key Biscayne. The program shall be scheduled and administered by Key Biscayne Athletic Club personnel. The Key Biscayne Athletic Club will collect and retain all fees pertaining to participation in its programs. These fees will be established at the discretion of the Key Biscayne Athletic Club in accordance with the Key Biscayne Athletic Club purpose as a non-profit corporation pursuant to Florida law. 9. The nature and purpose of the Key Biscayne Athletic Club is set forth in its Articles of Incorporation, which states in part: "The general nature of the objects and purposes of this corporation shall be to promote and encourage all kinds of field and athletic sports; to promote and encourage the sport, pleasure, exercise and recreation of any and all persons, whether or not they are members of this organization; to promote sociability and friendship among the people and the members...." EXHIBIT B 2. FEES FOR SERVICES a. Thirty-eight thousand five hundred dollars and no cents ( 38,500.00 ). 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: Bonnie Cooper Key Biscayne Athletic Club P.O. Box 490335 Key Biscayne, FL 33149 By: Bonnie Cooper Attest: re/D:sca sp:ofessi. a_ VILLAGE: VILLAGE OF KEY BISCAYNE 85 West McIntyre Street Key Biscayne, FL 33149 By: John F. Festa Mayor Attest: