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Home My Public Portal About1999-94 Authorizing agreement with Moyer & Associates/Severn Trent Environmental Services for Financial ServicesRESOLUTION NO. 99-94 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE ATTACHED AGREEMENT WITH THE FIRM OF MOYER & ASSOCIATES/SEVERN TRENT ENVIRONMENTAL SERVICES FOR FINANCIAL SERVICES; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village of Key Biscayne ( the "Village") desires to employ the services of the firm of Moyer & Associates/Severn Trent Environmental Services (the "Consultant) for the purpose of providing non-exclusive financial and accounting advisory services for the Village during the contract period Services; and WHEREAS, the Consultant desires to assist the Village with such matters. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS: Section 1. That the Village Manager is hereby authorized to execute the attached agreement, on behalf of the Village, with Moyer & Associates/Severn Trent Environmental Services for Financial Services. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 9th day of Nove 99 CONCHITA H. ALVAREZ, CMC, VILLA APPROVED AS TO FORM AN LEGAL ySNUFFI RICHARD JAY WEISS, VILLAGE ATTORNEY AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE AND THE FIRM OF MOYER & ASSOCIATES/SEVERN TRENT ENVIRONMENTAL SERVICES FOR FINANCIAL SERVICES THIS AGREEMENT, made and entered into on this 4-st• do of d L1 t, 1999, b Y by and between the Village of Key Biscayne, hereinafter referred to as "VILLAGE", and the firm of Moyer & Associates/Severn Trent Environmental Services, Inc. hereinafter referred to as "CONSULTANT", whose address is 210 N. University Drive, Suite 301, Coral Springs, Florida 33071. WITNESSETH: WHEREAS, the VILLAGE desires to employ the services of the CONSULTANT for the purpose of providing non-exclusive financial and accounting advisory services for the Village of Key Biscayne, as required to meet the needs of the VILLAGE during the contract period; and WHEREAS, the CONSULTANT desires to assist the VILLAGE with such matters, NOW, THEREFORE, in consideration of the mutual covenants and agreements expressed herein the parties agree as follows: 1. The VILLAGE hereby engages the CONSULTANT for the services described in the proposal attached hereto and incorporated by reference herein for the fee of $65,000 annually. The annual fee shall be payable in equal monthly installments on the 20th of each month. The Village shall consider price adjustments each twelve (12) month period to compensate for market conditions and anticipated type of work to be performed during the next twelve (12) month period. The Village in its adopted or amended Fiscal Year Budget will approve such evidence of price adjustments. 2. The VILLAGE agrees to compensate the CONSULTANT in accordance with the fee stated. The total and cumulative amount of this contract shall not exceed the amount of funds annually budgeted for these services. In addition, the VILLAGE agrees to compensate CONSULTANT for reimbursable expenses incurred during the course of performance of this contract, including, but not limited to, reasonable out-of-pocket expenses for travel, express mail, computerized research, word processing charges, long distance telephone, postage, photocopying, courier and computer services. 3. Subject to the provisions for termination as set forth below, the term of this Agreement shall begin on 1999. The Agreement may be terminated as � follows: v /S" a) upon notice by the VILLAGE for "good cause", which shall include misfeasance, malfeasance, nonfeasance or dereliction of duties by CONSULTANT, unless Paragraph "C" of this section applies. b) upon the dissolution or court -declared invalidity of the CONSULTANT or VILLAGE; or c) by either party, at its discretion, upon 120 days written notice provided; however, should this Agreement be terminated, CONSULTANT will take all reasonable and necessary actions to transfer all the books and records of the VILLAGE in his possession in an orderly fashion to the VILLAGE or its designee and VILLAGE shall pay CONSULTANT for all services properly rendered prior to termination. 4. The CONSULTANT shall devote such time as is necessary to complete the duties and responsibilities assigned to the CONSULTANT under this Agreement. 5. The signature on this Agreement by the CONSULTANT shall act as the execution of a truth -in -negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in the Agreement are accurate, complete and current as of the date of this Agreement. • 6. The CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, as provided for in the standard set forth in Section 1 12.31 1, Florida Statutes. The CONSULTANT further represents that no person having any interest shall be employed for said performance. 7. The CONSULTANT shall promptly notify the VILLAGE in writing by certified mail of all potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the CONSULTANT'S judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the CONSULTANT may undertake and request an opinion of the VILLAGE as to whether the association, interest or circumstance would, in the opinion of the VILLAGE, constitute a conflict of interest if entered into by the CONSULTANT. The VILLAGE agrees to notify the CONSULTANT of its opinion by certified mail within thirty (30) days of receipt of notification by the CONSULTANT. if, in the opinion of the VILLAGE, the prospective business association, interest or circumstance would not constitute a conflict of interest by the CONSULTANT, the VILLAGE shall so state in its opinion and the association, interest, or circumstance shall not be deemed in conflict of interest with respect to services provided to the VILLAGE by the CONSULTANT under the terms of this Contract. This Agreement does not prohibit the CONSULTANT from performing services for any other client, public or private, and such assignment shall not constitute a conflict of interest under this Agreement. 8. 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, 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. 9. The CONSULTANT warrants and represents that all of its employees are treated equally during employment without regard to race, color, physical handicap, religion, sex, age or national origin. 10. The CONSULTANT hereby represents and warrants that it has and will continue to conduct its business activities in a professional manner and that all services shall be performed by skilled and competent personnel to the highest professional standards and that CONSULTANT possesses all necessary certificates, licenses and permits. 1 1. The VILLAGE acknowledges that the CONSULTANT is not an attorney and may not render legal advice or opinions. Although the CONSULTANT may participate in the accumulation of information necessary for use in documents required by the VILLAGE in order to finalize any particular matters, such information shall be verified by the VILLAGE as to its correctness; provided, however, that the VILLAGE shall not be required to verify the correctness of any information originated by the CONSULTANT or the correctness of any information which the CONSULTANT has used to formulate its opinions and advice given to the VILLAGE. 12. This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Miami, Dade County. Each party expressly waives the right to a trial by jury. 13. Consultant shall at all times carry professional liability insurance, workers compensation insurance, comprehensive general liability insurance and automotive liability insurance with minimum policy limits for each coverage in the amount of three hundred thousand dollars ($300,000) per occurrence, single limitfor property damage and bodily injury, including death, except that the dollar amount of worker's compensation coverage shall be provided by Chapter 440, Florida Statutes. The VILLAGE shall be named as an additional insured on all of the above insurance policies, unless prohibited by law. Each insurance policy shall state that it is not subject to cancellation or reduction in coverage without written notice to the VILLAGE thirty (30) prior to the effective date of cancellation or reduction of coverage. 14. All notices required in this Agreement shall be sent by certified mail, return receipt requested, and if sent to the CONSULTANT shall be mailed to: Severn Trent Environmental Services 210 N. University Drive Suite 301 Coral Springs, Florida 33071 Attention: James P. Ward Vice President If sent to the VILLAGE shall be mailed to: The Village of Key Biscayne Office of the Village Manager 85 West McIntyre Key Biscayne, Florida 33149 Attention: C. Samuel Kissinger Village Manager with a copy to: Weiss Serota Helfman Pastoriza & Guedes, P.A. 2665 South Bayshore Drive Suite 420 Miami, Florida 33133 Attention: Richard Jay Weiss, Esquire 1 15. The foregoing terms and conditions constitute the entire Agreement between the parties hereto and any representation not contained herein shall be null clnd void and of no force and effect. Further this Agreement may be amended only in writing upon mutual written consent of the parties hereto. 16. No amendments and/or modifications of this Agreement shall be valid unless in writing and signed by each of the parties. This Agreement shall be automatically renewable each Fiscal Year of the VILLAGE, unless otherwise terminated by either party. Negotiations shall be held prior to the VIILAGE's Fiscal Year end. The VILLAGE will consider price adjustments each twelve (1 2) month period to compensate for market conditions and the anticipated type and amount of work to be performed during the next twelve (12) month period. The VILLAGE in its adopted Fiscal Year Budget will approve such evidence of price adjustments. 17. This Agreement shall not be assignable by the VILLAGE or CONSULTANT. 18. All original work papers, reports and other documents that result from the provision of services hereunder shall be the property of the VILLAGE. The CONSULTANT may retain a copy of said documents. 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 CONSULTANT. IN WITNESS WHEREOF, the Village Council of the Village of Key Biscayne has made and executed this Contract on behalf of the VILLAGE and the CONSULTANT and VILLAGE have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. Attest VILLAGE COUNCIL VILLAGE OF KEY BISCAYNE Vi age lerk �;_ > �� r ,. `��! :r�:(� `. ,r�.��_ .Hager Approved as to Legal Form and i Hess r5 AA .. Witness Village Attorney MOYER & ASSOCIATES/ SEVERN TRENT ENVIRONMENTAL SERVICES —V4* "11'°/ mes P. Ward ice President of Operations