HomeMy Public PortalAbout1995-37 Agreement, Key Biscayne Athletic ClubRESOLUTION NO. 95-37
A RESOLUTION OF THE VILLAGE OF KEY
BISCAYNE, FLORIDA; AUTHORIZING THE MAYOR
TO EXECUTE AN AGREEMENT 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. That 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
$35,000.00.
Section 2. This resolution shall take effect immediately
upon adoption.
PASSED AND ADOPTED this 14th day of November , 1995.
Al'1'E
GUIDO H. ,mGUANZO, JR . , CMC, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
R�d�rAR�D �`WEISS, VILLAGE ATTORNEY
VILLAGE OF KEY BISCAYNE
AGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into this Z"_` day
of, ,a•.uar ,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.
5. INSURANCE
The CONSULTANT shall at all times carry liability insurance in
the minimum amount of $1,000,000. The Village shall be named as an
additional insured on all of the liability 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, President
Key Biscayne Athletic Club
P.O. Box 490306
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.
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, President
Key Biscayne Athletic Club
P.O. Box 490306
Key Biscayne, FL 33149
By
e: -....7r,--,...„
Bonni Cooper _
Attest:
\keybisca\professi.agm
VILLAGE:
VILLAGE OF KEY BISCAYNE
85 West McIntyre Street
Key Biscayne, FL 33149
By; 3.2 3:t -r‘ -
John F. Festa
EXHIBIT B
FEES FOR SERVICES
Thirty five thousand dollars and no cents
( 35, 000.00 ) .
EXHIBIT A
Pursuant to the Agreement for Professional Services entered
into between the Village of Key Biscayne and the Key
Biscayne Athletic Club, Incorporated, the Key Biscayne Athletic
Club agrees to provide the following recreational services for
the Village of Key Biscayne:
1. The Key Biscayne Athletic Club agrees to conduct and
operate athletic programs for the benefit of the children of Key
Biscayne.
2. The Key Biscayne Athletic Club agrees to run a flag
football program during the months of September and October of
1995. Approximately 115 participants are expected in this
program.
3. The Key Biscayne Athletic Club agrees to run a soccer
program from October 1995 until March 1996. Said program shall
include an intramural level for children ages 6 to 8 years of age
and a travelling program for children ages 8 to 15. Approximately
280 participants are expected in this program.
4. The Key Biscayne Athletic Club agrees to run a baseball
program from March 1996 until June 1996. The program shall
include a Coach -Pitch League for children ages 6 to 8 and Under
10, Under 12, and Under 15 Leagues for children ages 9 to 15.
Approximately 250 participants are expected in this program.
5. These programs shall be scheduled and administered by
Key Biscayne Athletic Club personnel.
6. The Key Biscayne Athletic Club agrees to provide
coaches, referees, linesman, and any other personnel necessary to
organize and run the above -mentioned programs.
7. The Key Biscayne Athletic club agrees to purchase and
maintain all necessary equipment, including: balls, bats,
helmets, goals, bleachers, benches, and other equipment necessary
to run the above -mentioned programs.
8. The Key Biscayne Athletic Club agrees to purchase and
supply all necessary uniforms for participants in the
above -mentioned programs.
9. The Key Biscayne Athletic Club shall collect and
retain all fees pertaining to participation in its programs.
These fees shall be established at the discretion of the Key
Biscayne Athletic Club in accordance with the Key Biscayne
Athletic Club's purpose as a non-profit corporation, formed
pursuant to Florida law.
10. 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...."