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