The URL can be used to link to this page

Home My Public Portal AboutMarch 22, 2011 - Contract.tifCONTRACT FOR PRE-IMASTER CONTRACT CONSULTING Sl It,VICgs This Contra - for P Disaster Contract Consulting Services ("Contract") is entered into this day of , 2011 ("Effective Date") by and between the 'Village of Key Biscayne, Florida, a Fl. • da mu icipal 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 "Patties". The Parties agree to the following: 1. gngagemeann. The Client hereby engages Contractor, and Contractor hereby accepts such engagement, to provide Pre -Disaster Contract 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 pre -disaster contract consulting services that shall include those services described m Attachment -A, which is incorporated herein ("Pre -Disaster Contract 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 perfortnance 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. Indspendeut Contracor. It is expressly acknowledged by the Parries 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 Parry, or to constitute an employer -employee relationship between the Parties. 5. Insurance, 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 US. mail, e -mailed, or faxed to the other Party at the following: Village of Key Biscayne Attn: Village Manager Address: 88 West McIntyre Street Suite 210 City/State: Key Biscayne, Florida Zip Code: 33149 Tel: (305) 365-5514 Fax: (305) 365-8936 O'Brien's Response Management Inc. Attn: Keith Forster, CFO 2929 East Imperial Highway Suite 290 Brea, California 92821-6729 Tel: (71 4) 577-2100 Fax: (714) 577-2118 The Parties may change the above addresses or fax numbers at any time upon giving other Party written notice. 7. Compensation. the 7.1 The compensation for Services shall be $2,500 that shall be paid within ten (1 0) business days of execution of this Contract. The compensation fox Services may not be modified of 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 tertns and conditions of this Contract, O'Brien's shall provide Services to the Client in accordance with federal, state, and local laws, rule.s, 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 witlun 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. Terminat i9n. 81 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 tune 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 eftecuve date of the termination, The Contractor shall transfer all books, records, reports, working drafts, documents, maps, and data pertaining to the Services to the Villages in a hard copy and electronic 2 y 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 officets, 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 tivay 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 frotn, any consequential, special, indirect, or punitive damages. 10. Force Maje;xre. 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. 1 1. Ownership and Access to Books_ and Record. 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. 3 12.4 Modification of Terms. The 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 may only be modified or amended upon mutual written agreement of the Parties. 12.5 Execution in Counterparts. The Contract may be executed in countcrpaz ts, each of which shall be an original and all of which shall constitute but one and the same instrument. 12.6 Severability. If a court deems any provision of the Contract void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect. 12.7 Authority. Each 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. Any claim relating to this Contract shall be brought in the court of appropriate jurisdiction in Miami -Dade County. 12.9 Attorneys' Fees and Waiver of Jury Trial. In the event of any litigation arising out of this Contract, the prevailing party shall be entitled to recover its attorneys' fees and costs, including fees and expenses charged at the both trial and appellate levels. In the event of any litigation arising out of this Contract, each Party knowingly, .irrevocably, voluntarily and intentionally waives its right to trial by 'Jury. IN WITNESS WHEREOF, the Parties have executed th ontract as written above. es 1 Conch.ita H. Alvarez, CMC, Village Clerk Approved as to Force and Legal Sufficiency for Use and Benefit of the Village of Ket: iscayne Only Village Attorn VI : E: VI GEOFKE renaro "Chip" Igles \Tillage Manager Date: IVO 1 it 4 CONTRACTOR: O'BRIEN'S RESPONSE MANAGEMENT INC By: Tale: 4eYixdriwre"- vi cis A •,1 i Name: 4_5: 711441.4.0f -en Date: it't`oa<L al let1 5 ATTACHMENT "A" SCOPE OF =VICES Project Overview The scope of this project will encompass O'Brien's working with the Village to review disaster debris hauling and monitoring contracts and make recommendations to the Village based on FEMA policy and guidelines and programmatic knowledge for these required services. TASK 1- Detailed Project Review and Recommendations Based upon our understanding of the current disaster contracts either already in place or in the process of procurement, O'Brien's will review all documentation related to Village procurement and purchasing policies, the issuance of RFP documents, RFP responses, executed contracts or contracts to be let. Task 1 serves the purpose of O'Brien's reviewing the documentation and contracts provided by the Village. Subsequently, we will be prepared to meet with Village of Key Biscayne representatives to discuss the contract documentation reviewed, answer questions to address concerns and provide recommendations on any actions to be undertaken. Upon the task's conclusion, O'Brien's will prepare a hard copy report in Word to present the information regarding our review to the Village on a contract -by -contract basis. If additional, extensive analysis or review beyond the scope for Task 1 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 consideration. 6