HomeMy Public PortalAboutDecember 16, 2010 - Contract.tifCONTRACT FOR TECHNICAL ASSISTANCE CONSULTING SERVICES
This Contract for Technical Assistance Consulting Services ("Contract") is entered into this
0 day of Decernher , 2010 ("Effective Date") by and between the Village of Key Biscayne,
Florida, a Florida municipal corporation ("Client" or "Village") and O'Brien's Response
Management Inc. ("Contractor" or "O'Brien's"). The Client and the Contractor may be referred to
herein individually as "Party" or collectively as "Parties".
The Parties agree to the following:
1. Engagement. The Client hereby engages Contractor, and Contractor hereby accepts such
engagement, to provide Technical Assistance Consulting Services (as defined herein) in accordance
with the terms, and subject to the conditions, of this Contract.
2. Services. During the Term (as defined herein), the Contractor shall provide the Client with
technical assistance consulting services that shall include those services described in Attachment A,
which is incorporated herein ("Technical Assistance Consulting Services" or "Services").
3. Term. The term of this Contract shall commence on the Effective Date, and shall be in
effect for a period of two years ("Term"), unless otherwise terminated earlier as provided herein. At
the end of the Term, the Parties may mutually agree to renew the Contract provided the renewal is
in writing and signed by both Parties. Contractor acknowledges and agrees that time is of the
essence in the performance of the Services pursuant to this Agreement and that Contractor shall
complete the Services within ninety (90) days of the Effective Date of this Contract, unless extended
by the Village Manager.
4. Independent Contractor. It is expressly acknowledged by the Parties that Contractor is an
"independent contractor" and nothing contained in this Contract is intended, or shall be construed,
to create a partnership between the Parties, to cause either Party to be responsible in any way for the
debts, liabilities, or obligations of the other Party, or to constitute an employer -employee
relationship between the Parties.
5. Insufance. During the Term, Contractor agrees to maintain at its sole cost and expense, a
policy of commercial general liability insurance and automobile liability insurance in the minimum
amount of $1,000,000.00 per occurrence, combined single limit for Bodily Injury Liability and
Property Damage Liability. Further, Contractor agrees to maintain Workers' Compensation
insurance in the statutory amounts required under Florida law. Prior to commencement of the
Term, Contractor shall provide the Village Manager with Certificates of Insurance for all required
insurance policies, which certificates shall refer to this Contract and include the Village as an
additional insured.
6. Notice. All notices from the Contractor to the Client, or from Client to the Contractor
must be in writing, and, shall be deemed duly served if mailed by U.S. mail, e -mailed, or faxed to the
other Party at the following:
Village of Key Biscayne
Attn: Village Manager
Address:
Suite 210
City/State:
Zip Code:
Tel:
Fax:
88 West McIntyre Street
Key Biscayne, Florida
33149
(305) 365-5514
(305) 365-8936
O'Brien's Response Management Inc.
Attn: Keith Forster, CFO
2929 East Imperial Highway
Suite 290
Brea, California
92821-6729
Tel: (714) 577-2100
Fax: (714) 577-2118
The Parties may change the above addresses or fax numbers at any time upon giving the
other Party written notice.
7. Compensation.
7.1 The compensation for Services shall be $2,250 due within five (5) days of
commencement of Services, and $2,250 due within five (5) days of completion of Services and
delivery to the Client of the final report as required in Attachment "A." The compensation for
Services may not be modified or increased, unless otherwise agreed upon by the Parties in writing.
The Client may request, and the Contractor shall provide to the Client, any information that is
reasonable and necessary to verify any Services rendered under the Contract.
7.2 Pursuant to the terms and conditions of this Contract, O'Brien's shall provide
Services to the Client in accordance with federal, state, and local laws, rules, and regulations; and
FEMA Policy and Guidance. The Client shall pay for Services as set forth hereinabove, and payment
for Services shall not be contingent upon the receipt of federal funds, or upon any funding
determination by FEMA and FHWA. All amounts not paid within thirty (30) days of the due date
shall be subject to an interest charge of 1% per month applied to the unpaid invoice balance due.
8. Termination.
8.1 For Cause. The Client may terminate the Contract if (1) Contractor fails to perform
under the terms of this Contract, (2) Client provides Contractor with a written notice of the default,
and (3) Contractor fails to cure the default within a reasonable period of time. Contractor shall not
be liable for any excess costs if the failure to perform the Contract arises from events completely
beyond the control of, and without the fault or negligence of, the Contractor.
8.2 Without Cause. Either Party may terminate this Contract without cause by
providing the other Party with ten (10) days written notice of the termination.
8.3 Effects of Termination. Upon receipt of any notice of termination, Contractor
shall discontinue providing Services except as otherwise provided in Section 8.1. To the extent that
the termination of this Contract is not due to Contractor's breach of its obligations under the
Contract, Client shall reimburse Contractor for all Services properly furnished in accordance with
the requirements of this Contract up and through the date of the notice of termination (or such
other time specified in the notice). Notwithstanding any other provisions in the Contract to the
contrary, the Contractor shall have no further obligations under this Contract after the effective date
of the termination. The Contractor shall transfer all books, records, reports, working drafts,
documents, maps, and data pertaining to the Services to the Village, in a hard copy and electronic
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format within fourteen (14) days from the date of the written notice of termination or the date of
expiration of this Agreement.
9. Indemnification/Liability. Contractor shall defend, indemnify and hold harmless the
Client, its officers, agents and employees, from and against any and all demands, claims, losses, or
damages arising out of, related to, or in any way connected to Contractor's performance or non-
performance of any provision of this Contract. Contractor shall reimburse the Village for all of its
expenses including reasonable attorneys' fees and costs incurred in and about the defense of any
such claim and for any judgment or damages arising out of, related to, or in any way connected with
Contractor's performance or non-performance of this Contract. Neither Party shall be liable for,
and each Party expressly releases the other Party from, any consequential, special, indirect, or
punitive damages.
10. Force Majeure. The Contractor shall not be responsible for any delay resulting from its
failure to perform if neither the fault nor the negligence of Contractor or its employees or agents
contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies,
strikes, fires, floods, or other similar cause wholly beyond the Contractor's control, or for any of the
foregoing if no alternate source of supply is available to Contractor. In case of any delay Contractor
believes is excusable, Contractor shall notify the Client in writing of the delay or potential delay and
describe the cause of the delay either (1) within 10 days after the cause that creates or will create the
delay first arose, if Contractor could reasonably foresee that a delay could occur as a result, or (2) if
delay is not reasonably foreseeable, within 5 days after the date Contractor first had reason to believe
that a delay would result. If performance is suspended or delayed, in whole or in part, due to any of
the causes described in this paragraph, after the causes have ceased to exist, Contractor shall
continue to perform in accordance with the Contract.
11. Ownership and Access to Books and Records. All records, books, documents, maps,
data, deliverables, papers and financial information (the "Records") that result from the Contractor
providing the Services to the Village under this Contract shall be the property of the Village. The
Village Manager or his designee shall, during the term of this Contract and for a period of three (3)
years from the date of termination of this Contract, have access to and the right to examine and
audit any Records of the Contractor involving transactions related to this Contract. The Village may
cancel and terminate this Contract immediately for refusal by the Contractor to allow access by the
Village Manager or his designee to any Records pertaining to services performed under this Contract
that are subject to the provisions of Chapter 119, Florida Statutes.
12. General Provisions.
12.1 Agreement. This Contract constitutes the entire agreement between the Parties.
No oral agreements or representations shall be valid or binding upon the Parties.
12.2 Assignment The Contractor may not sell, assign or transfer any of its rights, duties
or obligations under the Contract, or under any purchase order issued pursuant to the Contract,
without the prior written consent of the Client.
12.3 Safety. The Contractor agrees that it shall comply with all Occupational Safety
and Health Administration (OSHA), State and City Safety and Occupational Health Standards
and any other applicable rules and regulations relating to occupational safety.
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12.4 Modification of Terms. "1 he Contract contains all the terms and conditions agreed
upon by the Parties, which terms and conditions shall govern all transactions between the Client and
Contractor. The Contract ivi:iv only be modified or atnctided upon mutual written agreement of the
Parnes.
12.5 Execution in Counterparts. The Contract- may lac executed in counterparts, each
of which shall be an original and all of which shall constitute but one and the same instrument.
12.6 Sevcrability. I C :t court cleans prCA iion of the t _ontract cod or unenforceable,
that piovision shall be enforced only to the extent that 1t 1s not 1n violation of lair or is not
otherwise unenforceable and all other provisions shall remain in full force and effect.
12.7 Authority. Nadi person signing the Contract represents that he or she is duly
authorized to do so and to bind the respective Party to the Contract.
12.8 Governing Law-. This law shall be interpreted in accordance with the laws of the
State of Florida. .\nv claim relating to this Contract sh:t11 be brought in the court of appropriate
jurisdiction in \hami-Dade ( :bunt\ .
12.9 Attorneys' Fees and Waiver of jury Trial. In the event of anv litigation arising
out of this Contract, the prcv:ttlitig lvtrtV shall be entitled to recover its attorneys' fees and costs,
including tees and expenses ch:uged at the both trial and appellate levels_ In the event of :in%.
litigation arising out of this Contract, each Part\ knowingly, irrevocably. voluntaril\ and intentionally
waives its right to trial by ion.
IN WITNESS WHEREOF, the Parties hard executed this
Concliit:l 11..\ly:ire., Col\IC, \'ill:tl;e Clerk
Approved as ro Form and Legal
Sufficiency for the I Tse and Benefit of
the \'ill:i`c of limey iii: a nc Only
\JILL
VIL
'Ontract :t5 written abol-e.
I_ :
GE OF KEY c SCA g E
t ;etlaro "( :hip" Iglesias
Village \1:1n.igcr,
)ate:
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Village Attorney
IN WITNESS WHEREOF, the Parties have executed this Contract as written above.
CONTRACTOR:
O'BRIEN'S RESPONSE MANAGEMENT
INC.
By: __ 7,404/4101
Title: f L J 7Zc' vta P4---- i2
Name: 571,1,c--- V,-.1744,
Date: Z'ew,GL L Z‹ Zo io
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ATTACHMENT "A"
SCOPE OF SERVICES
TECHNICAL ASSISTANCE CONSULTING SERVICES
The Services will encompass O'Brien's working with the Village of Key Biscayne to review and
reconcile documentation and make recommendations to support final, actual eligible costs based
on FEMA policy and guidelines for six (6) large FEMA Project Worksheets (referred to as
"PWs") involving disaster debris removal funds totaling approximately $3,000,000. These six
(6) PWs are contained within three (3) natural disasters that occurred in September 2004,
August, 2005 and October, 2005, Hurricane Frances, Hurricane Katrina and Hurricane Wilma,
respectively. The aforementioned disasters will be referred to by their federal disaster number
assignment, 1545 for Hurricane Frances, 1602 for Hurricane Katrina and 1609 for Hurricane
Wilma.
Project Specifications:
There are a total of six (6) PWs for which review and recommendations will be provided as
follows:
1545 PW 5885
1545 PW 5921
1602 PW 323 —
1602PW388-
1609 PW 1535
1609 PW 1543
— Non 72 -Hour Debris Removal
— 72 -Hour Debris Removal
Debris Removal
Leaners, Hangers and Stumps
— 72 -Hour Debris Removal
— Non 72 -Hour Debris Removal
Detailed Project Review and Recommendations:
Based on our understanding of the status of each project worksheet listed above, the six (6)
projects are in various stages of completion in the FEMA final inspection process, ranging from
packages not yet complete and obligated by FEMA (1545 PW 5885, 1545 PW 5921, 1609 PW
1535), to packages recently obligated by FEMA (1609 PW 1543), to packages in the appeal
process with the State and FEMA (1602 PW 323, 1602 PW 385). O'Brien shall review and
reconcile for each project the documentation and/or final inspection packages prepared by
Village staff, State and/or FEMA representatives. Subsequently, O'Brien shall meet with
Village of Key Biscayne representatives to discuss the projects reviewed, answer questions to
address concerns, and provide recommendations and actions to be undertaken. Upon the task's
conclusion, O'Brien's will prepare a hard copy final report (also in Word format) to present the
information regarding the final eligible cost determination and strategy for funding retention and
recommendations to the Village of Key Biscayne detailed on an individual project basis.
If additional, extensive analysis or documentation review beyond the scope of Services set forth
herein is found to be necessary, a written request and supporting justification for an addendum to
this scope will be provided to the Village for review and approval.
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