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HomeMy Public PortalAbout2000-54 Authorizing to execute the agreement with Edward E. Clark Engineers-Scientists, IncRESOLUTION NO. 2000-54 A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE ATTACHED CLEANUP AGREEMENT ON BEHALF OF THE VILLAGE, WITH EDWARD E. CLARK ENGINEERS -SCIENTISTS, INC., A FLORIDA CORPORATION, PROVIDING FOR AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE AS FOLLOWS: Section 1. That the Village Manager is hereby authorized to execute the attached Agreement, on behalf of the Village, with Edward E. Clark Engineers -Scientists, Inc., a Florida Corporation. Section 2. The Consultant shall provide professional engineering services regarding the property located at 560 Crandon Boulevard. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 24th day of October , 2000. CHITA H. ALVAREZ, CMC, VILLAGE APPROVED AS TO FORM AND LEGAL SUFFICIENCY: RICHARD J. WEISS, VILLAGE ATTORNEY MAYOR JOE I. RASCO VILLAGE OF KEY BISCAYNE AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this day of M eiL , 20 Co , by and between the Village of Key Biscayne (the "VILLAGE") and Edward E. Clark Engineers -dentists, Inc. , (the "CONSULTANT"). RECITALS: The VILLAGE wants to engage the CONSULTANT to perform General Professional Engineering Services in the environmental field ("Specified Services"). The CONSULTANT wants to provide such Specified Services, be a continuing contract. 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 concerning environmental issues related to village lands or facilities, upon written request from the Village Manager as provided for in this Agreement. The Consultant will provide Engineering Services on a project specific basis. A separate proposal for each project with a defined scope will be presented for review and approval prior to the start of each project ("the Project"). 2. FEES FOR SERVICES The CONSULTANT agrees to charge the VILLAGE for Specified Services. Project specific Contracts will be presented for review and approval as requested by the Village Manager. Each project assigned shall not exceed a fee of $25,000. Terms and conditions will be outlined therein. The CONSULTANT will issue an invoice once a month for the work which has been completed. Said invoice is payable by the VILLAGE within 30 days. The VILLAGE shall pay to the CONSULTANT for the faithful performance of this agreement, in lawful money of the United States of America, as specified for each project. 3. TERM The term of this Agreement is of an indefinite duration unless terminated pursuant to paragraph eight. 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 in the form and type designated in Article XI of the Addendum, attached hereto. The Village shall be named as an additional insured on all the liability insurance policies. Each insurance policy shall state that it is not cancelable without written notice to the VILLAGE 30 days prior to the effective date of said cancellation. t 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 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. 8. TERMINATION This Agreement may be terminated by the VILLAGE upon thirty days' written notice with or without cause and by the CONSULTANT upon thirty days' written notice with or without cause. If this Agreement is terminated, the CONSULTANT shall be paid in accordance with the provisions of Exhibit A 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 connection 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: With a copy to: Consultant: 14. GOVERNING LAW C. Samuel Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne, Florida 33149 Richard J. Weiss, Esq. Village Attorney Weiss, Serota & Helfman, Pastoriza & Guedes, P.A. 2665 South Bayshore Drive, Suite 420 Miami, Florida 33133 Edward E. Clark Engineering - Scientist, Inc. 7270 N.W. 12th Street, Suite 740 Miami, Florida 33126 This Agreement shall be construed in accordance with the laws of the State of Florida. 15. OTHER PROVISIONS The attached Addendum, executed by the parties is incorporated herein. 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: VILLAGE: Edward E. Clark Engineers- Scientist, Inc. Village of Key Biscayne 7270 N.W. 12t eet, Suite 740 85 West McIntyre Street Miami, Fl a 33 jJ Key Biscayne, Florida 33149 By: Atte Edward E, Clar Er`fgineers-Scientist, Inc. By: Attest: C. Samuel Kissin , Village Manager UMA1A `41Y. UNtkaO\ Authorized by the Village Council Resolution 2000-10 on March 14, 2000. EXHI4 IT .;A; ADDENDUM Edward E. Clark. Engineers -Scientists, Inc. Standard Contract Hams and Conditions Notification of Parties `CLIENT' shall mean the individual, partnership, corporation, firm, association or other person or entity (ncluding his or its employees, agents, servants and representatives), and his or its heirs, successors,' assigns and/or legal personal representatives. "ENGINEER" - Edward B. Clark Engineers -Scientists, Inc., a Florida corporation organized to provide engineering consulting services to clients in bode the private and public sector and is located at 7270 N.W. 12th Street, Suite 740, Miami, Florida 33126, telephone (305) 233-1411. Article I Scope of Work The ENGINEER covenants and agrees to provide professional services as described in SCOPE OF WORK (Attachment A) and made part of the AGREEMENT. Article It Time of Performance The ENGINEER agrees that the professional services included under SCOPE OF WORK (Attachment A) will be substantially complete within the timeframe outlined in Attachment A alter receipt of the executed AGREEMENT and authorization by the CLIENT to proceed. Article III Data and Reports data are and shall remain in the CLIENT': domain. Reporting of work dieted to parties other than the CLIENT must be approved in writing by the CLIENT in advance. Article IV Client Responsibilities The CLIENT shall: 1. Assist the ENGINEER by placing at its disposal all available information pertinent to the project. 2. Use its best efforts to secure release of other data applicable to the project held by others. 3. Make all provisions to enter upon public and private property as required to perform the SCOPE OF WORK of Attachment A. 4. Give prompt written notice to the ENGINEER whenever the CLIENT observes, or otherwise becomes aware of, any fault or defect in the project or non-conformance with this AGREEMENT. 5. Give prompt written notifications to appropriate regulatory agencies and the ENGINEER in the event that heretofore unforeseen hazardous materials or conditions are found or detected. 6. Provide material analysis results to appropriate regulatory agencies as may be required by current environmental regulations. 7. Ultimately dispose of all samples and materials collected by the ENGINEER for analysis; ENGINEER will return samples and materials to CLIENT following completion of analysis. Article V Compensation The CLIENT agrees to compensate the ENGINEER for work performed u specified in ATTACHMENT A, BUDGET on a lump sum basis. In addition to the aforementioned fee, the CLIENT agrees to pay any and all applicable Federal, State and local taxes. Article VI Method and Schedule of Payment The ENGINEER will invoice the CLIENT for work performed on the CLIENT's behalf as specified in Attachment A. In no instance shall the lump sum described in Attachment A, BUDGET be altered without an agreed upon change in SCOPE OF WORK assignments between CLIENT and ENGINEER. In the event the CLIENT fails to pay pursuant to the terms of this AGREEMENT, such action shall be considered as notification to suspend work. In the event of said notification, the ENGINEER shall have no liability for any costs and/or consequences which may result for the suspension of said work. In the event of said notification, the CLIENT agrees to compensate the ENGINEER for any costs which may result from the suspension that may be incurred by the ENGINEER. The CLIENT further agrees to compensate the ENGINEER for any and all costs associated with collection of past -due invoices. Article VII Termination It is agreed that the CLIENT or the ENGINEER may cancel or terminate this AGREEMENT at any time after 30 days from when notice was sent by certified mail to the other party. In the event such termination occurs prior to completion of the SCOPE OF WORK provided herein, the CLIENT agrees to pay the ENGINEER for work actually performed and invoiced and to be invoiced in accordance with the terms of this AGREEMENT, and to reimburse the ENGINEER for all reasonable cod necessary to bridg the project to a termination point. Article VIII Changes The CLIENT may, from time to time, require changes in the SCOPE OF WORK by the ENGINEER to be performed hereunder. Such changes, including any increase or decrease in the amount of the ENGINEER'S compensation, which are mutually agreed upon by and between the CLIENT and the ENGINEER, shall be incorporated by written amendments to this AGREEMENT. Article IX Additional Services At the CLIENT's request, the ENGINEER may submit proposals for additional services. Each proposal submitted shall detail: (1) SCOPE OF WORK, (2) SCHEDULE, (3) BUDGET. The CLIENT shall provide written authorization to the ENGINEER prior to the commencement of work on any proposed additional services. Upon receipt by the ENGINEER of written authorization by the CLIENT, each proposal for additional services shall become part of this agreement and shall be governed by the terms and conditions contained herein. The preparation for and service as a consultant or witness for the CLIENT in connection with any litigation or other legal or administrative proceeding is included as a part of the Article and is not included as a part of the SCOPE OF WORK. ADDENDUM Article X General Provision _ ,1 1. The CLIENT and the ENGINEER each binds itself and its successors and assigns to the other party to this AGREEMENT and to the successors and assigns of such other party, in respect to all covenants AGREEMENT and obligations of this AGREEMENT. Neither the CLIENT nor the ENGINEER shall assign or transfer any rights under or interest in this AGREEMENT without the written consent of the other, except to the extent that the effect of this limitation may be restricted by law. Unless specifically dated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this AGREEMENT. Nothing contained in this paragraph shall prevent the ENGINEER from employing such independent aubcorwltants and associates as he may deem appropriate to assist him in the performance of services hereunder. 2. The ENGINEER shall secure and maintain such insurance as will protect him from claims for bodily injury or property damage which may arise from the performance of his services under this AGREEMENT. 3. Any estimates of cod, if required for completion of the SCOPE OF WORK of Attachment A or to be accomplished under an Additional Services provisions of this AGREEMENT, are to be by the ENGINEER through exercise of his experience and judgement and applying presently available cost data. It is recognized that the ENGINEER has no control over the cod of labor or materials nor over the competitive bidding procedures or market conditions, so that he cannot be responsible for actual costs that vary from his cost estimates. 4. The ENGINEER cannot and does not guarantee that any regulatory permit requested by the CLIENT be issued or, once issued, will be retained. Furthermore, the ENGINEER assumes no responsibility for any activities, practices or spills that may have contaminated the surface or groundwater and makes no assurances that any technical advice or consultation directed toward the study or cleanup of such activities, practices or spills will be successful or meet any or all regulatory requirements. 5. The CLIENT agrees to pay any cod involved with the collection of the fees outlined in the AGREEMENT. This includes but is not limited to the use of outside legal counsel, court cost, and the laboratory time involved with the collection. 6. If any controversy or claim arises out of or relates to this contract, or breach thereof, and if said dispute cannot be settled through negotiation, the patties shall submit to binding arbitration in accordance with the Construction Industry Arbitration Rules of the AAA, and judgement upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. By Date Title Farm Address At ick XI Limitation of Liability Prior,So the coosomarcensent of work under the terms of this agreement, ENGINEER shall provide the CLIENT with certificates of insurance evidencing Professional Liability, Commercial General Liability, and Pollution Liability insurance. Such certificates shall be issued by an Insurance carrier acceptable to the CLIENT and shall be endorsed to include(1) CLIENT as additional insured and (2) thirty (30) days' prior written notice of cancellation or material change in any coverage. The ENGINEER hereby agrees to maintain Professional Liability, Commercial General Liability, and Pollution Liability insurance in the same amount and providing for the same coverage for a period of three (3) years after completion of the Work. The parties hereto, by execution of this AGREEMENT, understand and acknowledge that to the extent covered by such insurance policies the maximum liability of the ENGINEER and/or its officers, agents and employees u to any services performed is limited in any event to the amount(s) specified by the ENGINEER'S Professional Liability, Commercial General Liability, and Pollution Liability Insurance policies. The undersigned CLIENT relieves ENGINEER from any and all liability for any loss covered by such policies relating to services rendered which exceeds amounts specified by the ENGINEER'S Professional Liability, Commercial General Liability, and Pollution Liability policies, whether caused by the negligent acts of the ENGINEER, its agents or servants or otherwise. This limitation applies, but is not limited to, to any act of professional malpractice, negligence, breach of contract or oversight. By (6111-4?"/11141 -tda Date Title President " dtratat to helping businesses and government understand and meet their etvironntattal obligations" Village of Key Biscayne 85 West McIntyre Street Key Biscayne, FL 33149 Attachment A SCOPE OF WORK Provide professional services on a project -specific basis as directed by Client. Each project to be performed will include: (1) Scope of Work, (2) Schedule, and (3) Budget. The Client shall provide written authorization to the Engineer prior to the commencement of work on any services. Upon receipt by the Engineer of written authorization by the Client, each proposal for services shall become part of this agreement and shall be governed by the terms and conditions contained herein. BUDGET Each authorization for services will contain a budget for that authorization as described above in the Scope of Work. By Title Firm Address Date By Title President Date re 2-..a.._ I UC) 0 EDWARD E. CLARK ENGINEERS - SCIENTISTS, INC. • 7270 N.W. 12th Street, Suite 740 • Miami, Florida 33126 • (305) 233-1411 RESOLUTION NO. 2000-10 A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE ATTACHED AGREEMENT ON BEHALF OF THE VILLAGE, WITH EDWARD E. CLARK ENGINEERS -SCIENTISTS, INC., A FLORIDA CORPORATION; PROVIDING FOR AN EFFECTIVE DATE. 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 Edward E. Clark Engineers -Scientists, Inc., a Florida Corporation. Section 2. The Consultant shall provide general professional engineering services in the environmental field. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 14th day of March , 2000. "Ve6 _ s CONCHITA H. ALVAREZ, VILLAGE CLEF APPROVED AS TO FORM AND LEGAL SUFFICIENCY: RI ' ARD J. ` ISS L ILLAG TTORNEY MAYOR JOE I. RASCO