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Home My Public Portal About1997-54 BFI Corporate Conglomerate services agreementRESOLUTION NO. 97-54 A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO EXECUTE AN ASSIGNMENT OF AGREEMENT WITH BFI CORPORATE CONGLOMERATE; PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: Section 1. That the Village Manager is hereby authorized to execute the attached assignment of agreement, on behalf of the Village, with BFI Corporate Conglomerate, dated September 11, 1997 for services set forth in the agreement. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 28th day of October , 1997. 3:,,/,_, YOR JOHN F. FESTA CONCHITA H. ALVAREZ, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: d16414,)-2 RICHARD J. WEISS, VILLAGE ATTORNEY September 11, 1997 Samuel Kissinger Village Manager Village of Key Biscayne 85 W. McIntyre Street Key Biscayne, FL 33149 BF1 ASSIGNMENT OF AGREEMENT WITHIN BFI CORPORATE CONGLOMERATE Dear Mr. Kissinger: Recycled Paper Pursuant to Paragraph 33 of the Agreement between the Village of Key Biscayne, a Florida Municipal Corporation and Browning -Ferris Industries of Florida, Inc. dated December 30, 1994, Browning - Ferris Industries of Florida, Inc. hereby requests that the Village of Key Biscayne give written consent to the assignment and transfer of the above -referenced contract to BFI Waste Systems of North America, Inc. ("BFI Waste"), a wholly -owned subsidiary of Browning - Ferris Industries, Inc., a Delaware corporation. BFI Waste hereby agrees to assume all of the existing obligations under the Agreement. It is desired to effectuate this transfer on or before September 30, 1997. This transfer is being requested as a result of BFI's internal efforts to consolidate its U.S. subsidiaries; however, the current management and operations of the various facilities will not be affected by the merger of Browning -Ferris Industries of Florida, Inc. into BFI Waste. We remain fully committed to providing outstanding service to our customers. Please confirm your written consent to the transfer of the Agreement by executing this letter on behalf of the Village of Key Biscayne and returning it to me in the enclosed, self-addressed, stamped envelope. Thank you in advance for your cooperation with this clerical matter. Sincerely, Browning -Ferris Industries of Florida, Inc. and BFI Waste Systems la -4/7 1� of North Ross M. JohiYston, Esq. Director of Public Affairs America, Inc. AGREED AND ACCEPTED TO THIS DAY OF SEPTEMBER, 1997 VILLAGE OF KEY BISCAYNE BY: TRNFRKYB.ltr TITLE: 7650 NW 69th Avenue • Miami, Florida 33166 • Telephone: (305) 885-4004 • Fax: (305) 885-0224 Sales Center Fax: (305) 863-3634 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 and adults of Key Biscayne. 2. The Key Biscayne Athletic Club agrees to run a flag football program during the months of September and October of 1997. Approximately 115 participants are expected in this program. 3. The Key Biscayne Athletic Club agrees to run a soccer program from October 1997 until March 1998. Said program shall include an intramural level for children ages 6 to 8 years of age and a traveling 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 1998 until June 1998. 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...." EXHIBIT B FEES FOR SERVICES Thirty five thousand dollars and no cents (35, 000.00) . 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. 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 Steven A. Simon, M.D. Key Biscayne Athletic Club P.O. Box 490306 Key Biscayne, F1.33149 (305) 361-1825 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: Steven A. Simon, M.D. President Key Biscayne Athletic Club P.O. Box 490306 Key Biscayne, FL 3314 w By: r-ei,terCf.. � n ,4f t. Steven A. Simon M.D. Presid Attest: VILLAGE: VILLAGE OF KEY BISCAYNE 85 West McIntyre Street Key Biscayne, FL 33149