HomeMy Public PortalAbout2017 - Witt O'Brien's Contract.pdfPROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement") effective June 26, 2017 is entered into
by and between Key Biscayne, FL ("Client"), with offices at 88 West McIntyre Street, Suite 220, Key
Biscayne, FL 33149 and Witt O'Brien's, LLC ("Consultant"), located at 1201 15th Street NW, Suite 600,
Washington, DC 20005
WHEREAS, Consultant is in the business of providing certain consulting services, and is willing to
provide such services to Client; and
WHEREAS, Consultant submitted a proposal to Client dated June 6, 2017, to provide services
("Consultant Proposal"), a copy of which is attached and incorporated herein as Exhibit A; and
WHEREAS, Client desires to utilize Consultant's services as provided for herein; and,
NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the
parties hereto agree as follows:
1. Recitals
The above -referenced recitals are true and correct, and are incorporated herein.
2. General Terms and Conditions
The general terms and conditions of this Agreement are set forth in Appendix_ A, attached hereto and
incorporated herein.
3. Scope of Work
Consultant shall provide the services set forth in Appendix B attached hereto and incorporated
herein ("Services"). Consultant shall furnish all reports and deliverables as set forth in Appendix 13 in
accordance with the terms set forth therein (hereafter "Deliverables").
4. Period of Performance
The period of this Agreement shall be for one (1) year from the signing of this Agreement and may
be renewed for two (2) successive one (1) year periods subject to adjustments of costs and fees to be
agreed upon in writing by Village Manager.
5. Fees and Payment
In consideration of Services performed hereunder, Client shall pay Consultant in accordance with
Appendix C.
6. Notice
Any notice given by either party shall be in writing and shall be given by registered or certified mail,
return receipt requested, postage prepaid, or Federal Express or DHL courier, shipped prepaid,
addressed to the parties at the addresses herein designated for each party or at such other addresses
as they may hereafter designate in writing.
Page 1 of 15
Eric Lang
Fire Chief
Village of Key Biscayne Fire Rescue
560 Crandon Blvd
Key Biscayne, FL 33149
John C. Gilbert
Village Manager
Village of Key Biscayne
Village Hall, Suite 210
88 West McIntyre Street
Key Biscayne, FL 33149
For legal notice, a copy shall be provided to :
Village Attorneys
Weiss, Serota, Helfman, Cole & Bierman, P.A.
2525 Ponce de Leon, Suite 700
1 Gables. FL 3313A
l.Uldl VdUIes. 3313 t
Contracts Department
Witt O'Brien's LLC
818 Town & Country Blvd., Suite 200
Houston, Texas 77024
Phone: (281) 606-4721
Alternate Phone: (202) 585-0780
Email: contractrequsts@wittobriens.com
with a cc to: cdetillieu@wittobriens.com
For legal notices, a copy shall be provided to:
Legal Counsel
Witt O'Brien's
2200 Eller Drive
Fort Lauderdale, Florida 33136
Phone: (954) 627-5298
7. Entire Agreement
Both parties acknowledge that they have read this Agreement, understand it, and agree to be bound
by its terms and further agree that it is the entire agreement between the parties hereto which
supersedes all prior agreements, written or oral, relating to the subject matter hereof. Consultant
represents that it is an entity validly existing and in good standing under the laws of Florida. The
execution, delivery and performance of this Agreement by Consultant have been duly authorized,
and this Agreement is binding on Consultant and enforceable against Consultant in accordance
with its terms. No consent of any other person or entity to such execution, delivery and
performance is required. No modification or waiver of any provision shall be binding unless in
writing signed by the party against whom such modification or waiver is sought to be enforced.
IN WITNESS WHEREOF, the Parties hereto, by their duly authorized representatives, execute this
Agreement to be effective as of the date set forth above.
Key Biscayne. F
Witt O'Brien's LLC
Eric ~r
Firethief
Village of Key Biscayne Fire Rescue
560 Crandon Blvd
Key Biscayne, FL 33149
Kellie Kim, CFO
818 Town & Country Blvd., Suite 200
Houston, Texas 77024
Phone: (281) 606-4721
Alternate Phone: (202) 585-0780
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APPENDIX A
GENERAL TERMS & CONDITIONS
1. CONSULTANT'S RESPONSIBILITIES.
Consultant ("Consultant") shall perform
the Services utilizing the standard of care
normally exercised by professional
consulting firms in performing
comparable services under similar
conditions. CONSULTANT MAKES NO
OTHER WARRANTIES, EXPRESS OR
IMPLIED, EXCEPT AS SPECIFICALLY SET
FORTH IN THIS AGREEMENT.
2, CLIENT'S RESPONSIBILITIES. Village of
Key Biscayne (the "Village" or "Client")
shall provide site access to the site or
facility at which the Services are to be
performed at such times as may
reasonably be required by Consultant, and
shall make timely payments in accordance
with the terms and conditions of this
Agreement. To the extent Client has access
to information relating to the Services to
be performed, Client shall provide such
information as is reasonably available and
appropriate for the efficient performance
of the Services ("Information"). Such
Information includes, but is not limited to,
available site history and the
identification, location, quantity,
concentration and character of known or
suspected hazardous conditions, wastes,
substances or materials that are likely to
pose a significant risk to human life,
health, safety or to the environment.
Consultant shall be entitled to rely upon
the Information provided by the Client or
the Client's agents without independent
verification except to the extent set forth
herein and shall bear no liability arising
from such reasonable reliance.
3. COMMENCEMENT AND COMPLETION
OF THE SERVICES. The Services shall
commence and shall be completed on the
respective dates specified in this
Agreement or, in the absence of such
specification, as soon as good practice and
due diligence reasonably permit.
4. SUBCONSULTANTS.
4.1 The Consultant shall be responsible
for all payments to any subconsultants and
shall maintain responsibility for all work
related to each Project.
4.2 Consultant may only utilize the
services of a particular subconsultant with
the prior written approval of the Village
Manager, which approval may be granted
or withheld in Village Manager's
reasonable discretion.
5. PUBLIC RECORDS.
5.1 Consultant agrees to keep and
maintain public records in Consultant's
possession or control in connection with
Consultant's performance under this
Agreement. Consultant additionally
agrees to comply specifically with the
provisions of Section 119.0701, Florida
Statutes. Consultant shall ensure that
public records that are exempt or
confidential and exempt from public
records disclosure requirements are not
disclosed, except as authorized by law, for
the duration of the Agreement, and
following completion of the Agreement
until the records are transferred to the
Client.
5.2 Upon request from the Village's
custodian of public records, Consultant
shall provide the Client with a copy of the
requested records or allow the records to
be inspected or copied within a reasonable
time at a cost that does not exceed the cost
provided by Chapter 119, Florida Statutes,
or as otherwise provided by law.
5.3 Section_119.0701(2)(a) Florida
Statutes
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IF THE CONTRACTOR HAS
QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF
PUBLIC RECORDS.
Custodian of Records: Jennifer Duque
Mailing address: Village Hall, Suite 220
88 West McIntyre Street
Key Biscayne, FL 33149
Telephone number: (305) 365-5506
Email: jduque@keybiscayne.fl.gov
Consultant's failure or refusal to comply
with the provisions of this section shall
result in the immediate termination of this
Agreement by the Client.
6. OWNERSHIP AND ACCESS TO RECORDS
AND AUDITS.
6.1 Consultant acknowledges that all
inventions, innovations, improvements,
developments, methods, designs, analyses,
drawings, reports and all similar or related
information (whether patentable or not)
which relate to Services to the Client which
are conceived, developed or made by
Consultant during the term of this
Agreement ("Work Product") belong to the
Client. Consultant shall promptly disclose
such Work Product to the Client and
perform all actions reasonably requested
by the Client (whether during or after the
term of this Agreement) to establish and
confirm such ownership (including,
without limitation, assignments, powers of
attorney and other instruments).
6.2 Unless otherwise provided by law,
any and all records, including but not
limited to reports, surveys, and other data
and documents provided or created in
connection with this Agreement are and
shall remain the property of the Client
6.3 Upon completion of this Agreement
or in the event of termination by either
party, any and all public records relating to
the Agreement in the possession of the
Consultant shall be delivered by the
Consultant to the Village Manager, at no
cost to the Client, within seven (7) days.
All such records stored electronically by
Consultant shall be delivered to the Client
in a format that is compatible with the
Client's information technology systems.
Once the public records have been
delivered upon completion or termination
of this Agreement, the Consultant shall
destroy any and all duplicate public
records that are exempt or confidential
and exempt from public records disclosure
requirements.
7. DELIVERABLES. Upon payment in full
for the Services, and unless otherwise
agreed to by the parties, the Deliverables
shall be the property of the Client. The
Consultant shall not disclose the
Deliverables relating to the Services to a
third party without the prior written
authorization of the Client. Where
applicable law requires immediate
disclosure by the Consultant, Consultant
shall make its best efforts to give prior
notice to Client. At Client's request and
expense, Consultant will assist the Client
in making such disclosures as may be
required by law.
Notwithstanding the foregoing, the Client
acknowledges that in the course of its
performance under the Agreement the
Consultant may use products, materials
and methodologies proprietary to the
Consultant, and the Client agrees that it
shall have or obtain no rights in such
proprietary products, materials and
methodologies except pursuant to a
separate written agreement (if any)
executed by the parties.
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8. LIABILITY AND INDEMNIFICATION
8.1 CONTRACTOR shall protect, defend,
indemnify, and hold harmless the VILLAGE
and its officials, officers, members, agents,
representatives and employees from
claims, liabilities, expenses, or damages,
including attorney fees, for injury to or
death of any person, and for injury to any
property arising out of or in any way
connected with the performance or non-
performance of any provision of this
Agreement required of the CONTRACTOR,
or on behalf of the CONTRACTOR, or
resulting from any errors, omissions,
misconduct, negligent acts of
CONTRACTOR or its employees, agents,
officials or subcontractors or violation by
the CONTRACTOR or its employees,
agents, officials or subcontractors of any
statute, law, ordinance, regulation on
account of the performance or non-
performance of any provision of this
Agreement. CONTRACTOR agrees to
indemnify and hold harmless the VILLAGE
against any loss, claim, liability, or cost,
arising from CONTRACTOR's failure to
maintain workers' compensation
coverage, to file any returns and pay taxes,
or to pay his/her employees in accordance
with federal, state and local laws.
8.2 CONTRACTOR further releases the
VILLAGE, and its officers, agents,
employees, agents, servants,
representatives suits, liability, claims or
judgment of any kind, including attorneys'
fees, and any claims by third parties, in any
way concerning, relating to, arising out of,
or in any manner connected with, any first
aid treatment or lack thereof, or any
Services rendered or lack thereof, for
injuries or illnesses, during participation
in any activities preformed under by this
Agreement.
c. Nothing in this Agreement shall be
deemed or treated as a waiver by the
VILLAGE of any immunity to which it is
entitled by law, including but not limited
to the VILLAGE's sovereign immunity as
set forth in Section 768.28, Florida
Statutes.
8.3 THE PROVISIONS OF THIS SECTION
SHALL SURVIVE TERMINATION OF THIS
AGREEMENT.
6.2 LIMITATION OF LIABILITY. IN NO
EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY EXEMPLARY, PUNITIVE,
INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES OF ANY
KIND. EXCEPT AS OTHERWISE PROVIDED
HEREIN, CONSULTANT'S LIABILITY FOR
ANY AND ALL CLAIMS ARISING OUT OF
OR IN CONNECTION WITH THE
AGREEMENT SHALL NOT EXCEED, IN THE
AGGREGATE, THE FEES ACTUALLY PAID
BY CLIENT TO CONSULTANT UNDER THIS
AGREEMENT OR THE MAXIMUM LIMITS
UNDER THE REQUIRED INSURANCE
PROVISIONS WHICH EVER IS GREATER.
9. ACCEPTANCE. Client shall have five (5)
days from the date each deliverable is
made to Client to reject all or part of each
Deliverable. Each Deliverable, to the
extent not rejected in writing by Client,
shall be deemed accepted.
10. PAYMENT TERMS.
10.1 Compensation for Services provided
by Consultant shall be in accordance with
the Appendix C "Compensation" and the
Statement of Work for such Project.
10.2 During each project, Consultant shall
deliver an invoice to Village no more often
than once per month detailing the Services
completed and the amount due to the
Consultant under the State of Work for
such Project. Fees shall be paid in arrears
each month, pursuant to Consultant's
invoice, which shall be based upon the
percentage of work completed for each
Project. The Client shall pay the Consultant
in accordance with the Florida Prompt
Payment Act after approval and
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acceptance of the Services by the Village
Manager
11. CONTRACT CEILING PRICE. For time
and material or unit price contracts with a
contract ceiling, if at any time Consultant
has reason to believe that an increase in
such limitation will be necessary, it will
give prior notice to that effect and
proposing a new limitation figure and
giving appropriate supporting data so that
Client may, at its sole discretion, increase
such limitation by written modification to
this Agreement.
12. CURRENCY OF PAYMENT. Unless
otherwise set forth in this Agreement, all
payments shall be made in United States
Dollars ($US). Where exchange rates are
involved, the rate of exchange between
$US and the other currency involved in the
transaction shall be the rate of exchange as
of the date of invoice. The date of each
invoice shall be clearly marked on each
invoice.
13. INSURANCE.
13.1 Consultant shall secure and maintain
throughout the duration of this Agreement
insurance of such types and in such
amounts not less than those specified
below as satisfactory to Client, naming the
Client as an Additional Insured,
underwritten by a firm rated A- or better
by A.M. Best and qualified to do business
in the State of Florida. The insurance
coverage shall be primary insurance with
respect to the Client, its officials,
employees, agents and volunteers naming
the Client as additional insured. Any
insurance maintained by the Client shall
be in excess of the Consultant's insurance
and shall not contribute to the
Consultant's insurance. The insurance
coverages shall include at a minimum the
amounts set forth in this Section 9 and may
be increased by the Client as it deems
necessary or prudent.
13.2 Commercial General Liability
coverage with limits of liability of not less
than a $1,000,000 per Occurrence
combined single limit for Bodily Injury and
Property Damage. This Liability Insurance
shall also include Completed Operations
and Product Liability coverages and
eliminate the exclusion with respect to
property under the care, custody and
control of Consultant. The General
Aggregate Liability limit and the
Products/Completed Operations Liability
Aggregate limit shall be in the amount of
$2,000,000 each.
13.3 Workers Compensation and
Employer's Liability insurance, to apply
for all employees for statutory limits as
required by applicable State and Federal
laws. The policy(ies) must include
Employer's Liability with minimum limits
of $1,000,000.00 each accident. No
employee, subcontractor or agent of the
Consultant shall be allowed to provide
Services pursuant to this Agreement who
is not covered by Worker's Compensation
insurance.
13.4 Business Automobile Liability with
minimum limits of $1,000,000 per
Occurrence, combined single limit for
Bodily Injury and Property Damage.
Coverage must be afforded on a form no
more restrictive than the latest edition of
the Business Automobile Liability policy,
without restrictive endorsements, as filed
by the Insurance Service Office, and must
include Owned, Hired, and Non -Owned
Vehicles.
13.5 Professional Liability Insurance in an
amount of not less than One Million
Dollars ($1,000,000.00) per occurrence,
single limit.
13.6 CERTIFICATE OF INSURANCE.
Certificates of Insurance shall be provided
to the Client, reflecting the Client as an
Additional Insured (except with respect to
Professional Liability Insurance and
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Worker's Compensation Insurance), no
later than ten (10) days after award of this
Agreement and prior to the execution of
this Agreement by Client and prior to
commencing Services on any Project. Each
certificate shall include no less than (30)
thirty -day advance written notice to Client
prior to cancellation, termination, or
material alteration of said policies or
insurance. The Consultant shall be
responsible for assuring that the
insurance certificates required by this
Section remain in full force and effect for
the duration of this Agreement, including
any extensions or renewals that may be
granted by the Client. The Certificates of
Insurance shall not only name the types of
policy(ies) provided, but also shall refer
specifically to this Agreement and shall
state that such insurance is as required by
this Agreement. The Client reserves the
right to inspect and return a certified copy
of such policies, upon written request by
the Client. If a policy is due to expire prior
to the completion of the Services, renewal
Certificates of Insurance shall be furnished
thirty (30) calendar days prior to the date
of their policy expiration. Each policy
certificate shall be endorsed with a
provision that not less than thirty (30)
calendar days' written notice shall be
provided to the Client before any policy or
coverage is cancelled or restricted.
Acceptance of the Certificate(s) is subject
to approval of the Client.
13.7 ADDITIONAL INSURED. Except with
respect to Professional Liability Insurance
and Worker's Compensation Insurance,
the Client is to be specifically included as
an Additional Insured for the liability of
the Client resulting from Services
performed by or on behalf of the
Consultant in performance of this
Agreement. The Consultant's insurance,
including that applicable to the Client as an
Additional Insured, shall apply on a
primary basis and any other insurance
maintained by the Client shall be in excess
of and shall not contribute to the
Consultant's insurance. The Consultant's
insurance shall contain a severability of
interest provision providing that, except
with respect to the total limits of liability,
the insurance shall apply to each Insured
or Additional Insured (for applicable
policies) in the same manner as if separate
policies had been issued to each.
13.8 DEDUCTIBLES.All deductibles or self -
insured retentions must be declared to
and be reasonably approved by the Client.
The Consultant shall be responsible for the
payment of any deductible or self -insured
retentions in the event of any claim.
13.9 The provisions of this section shall
survive termination of this Agreement.
14. FORCE MAJEURE. Neither party shall
be responsible for any delay or failure in
performance, other than the obligation to
make payments for work previously
performed, to the extent that such delay or
failure was caused by a force majeure
event including Act of God, war, civil
disturbance, governmental action, labor
dispute unrelated to and without fault or
negligence of the party claiming the force
majeure event, computer virus, or denial
of access to the site or any other event
beyond the reasonable control of the
claiming party. Performance under this
Agreement shall resume promptly once
the cause of delay or failure ceases and an
equitable adjustment shall be made to the
price and/or schedule of the Services
including any mobilization or
demobilization costs of Consultant.
15. CHANGED CONDITIONS. The discovery
of any hazardous waste, substance or
material; underground obstruction;
underground utilities; or other latent
obstruction to the performance of the
Services to the extent that such conditions
are not the subject of the Services, and to
the extent that such conditions were not
brought to the attention of the Consultant
prior to execution of this Agreement, or
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any change in law that materially affects
the obligations or rights of either party
under this Agreement, shall constitute a
materially different site condition entitling
the Consultant to an equitable adjustment
in the contract price, time of performance,
or both, as appropriate. If the change
materially changes the nature of the
Services, the Consultant may terminate
this Agreement as a result of such changed
conditions.
16. CHANGES TO THE SERVICES. The
Client may direct changes within the
general Scope of Work not to exceed
$10,000.00 in value. Upon notification of
such direction, the Consultant shall
prepare an estimate of the additional costs
and time required, if any, to perform the
change. Upon mutual written agreement,
Consultant shall perform the change and
an equitable adjustment shall be made to
the price and/or time schedule as
appropriate.
17. GOVERNING LAW. The Agreement will
be governed by the laws of the State of
Florida, without reference to its rules
relating to choice of law to the contrary.
Customer consents to the exclusive
jurisdiction of state and federal courts
located in Miami -Dade County Florida;
with respect to any claim arising under or
by reason of the Agreement.
18. ATTORNEYS FEES
18.1 In the event of any litigation arising
out of this Agreement, the prevailing party
shall be entitled to recover its attorneys'
fees and costs, including the fees and
expenses of any paralegals, law clerks and
legal assistants, and including fees and
expenses charged for representation at
both the trial and appellate levels as
declared by the courts.
19. THIRD PARTY LITIGATION. In the
event that any litigation, proceeding, or
claim (including any investigation which
may be preliminary thereto) involving the
Services performed by Consultant is
commenced by a third party, Consultant
shall furnish, if compelled by law or upon
the reasonable request of Client, such
person or persons from Consultant's
organization as are familiar with the
matters embraced within the knowledge
of Consultant's personnel to testify as
witnesses and to provide Consultant's
records and such other information and
assistance in connection with such
litigation, proceeding or claim (or
investigation preliminary thereto). To the
extent Consultant may be required, at the
request of Client
20. INDEPENDENT CONTRACTOR. The
Consultant is an independent contractor
and shall not be deemed to be an employee
or agent of the Client. This Agreement shall
not in any way be construed to create a
partnership, association or any kind of
joint undertaking, enterprise or venture
between the parties. Consultant shall
indemnify and hold Client harmless
against all liability and loss resulting from
Consultant's failure to pay all taxes and
fees imposed by the government under
employment insurance, social security and
income tax laws with regard to Consul-
tant's employees engaged in the
performance of this Agreement.
21. NONDISCRIMINATION. During the
term of this Agreement, Consultant shall
not discriminate against any of its
employees or applicants for employment
because of their race, color, religion, sex, or
national origin, and to abide by all Federal
and State laws regarding
nondiscrimination.
22. NON -SOLICITATION OF EMPLOYEES.
Neither party shall solicit for employment
or hire the employees of the other party
involved in the management or
performance of the Services during the
Page 8 of 15
term of this Agreement and for one year
thereafter.
23. NONWAIVER. No waiver of any breach
of this Agreement shall operate as a waiver
of any similar subsequent breach or any
breach of any other provision of this
Agreement.
24. SEVERABILITY. If any provision of this
Agreement is held invalid by a court of
competent jurisdiction, such provision
shall be severed from this Agreement and
to the extent possible, this Agreement
shall continue without affect to the
remaining provisions to the fullest extent
permitted by law.
25. ASSIGNMENT/SUBCONTRACTS.
This Agreement shall not be assignable
by Consultant unless such assignment is
first approved by the Village Manager.
The Client is relying upon the apparent
qualifications and expertise of the
Consultant, and such firm's familiarity
with the Client's area, circumstances and
desires.
26. COMPLIANCE WITH LAWS. The
Consultant shall comply with all applicable
laws, ordinances, rules, regulations, and
lawful orders of public authorities in
carrying out Services under this
Agreement, and in particular shall obtain
all required permits from all jurisdictional
agencies to perform the Services under
this Agreement at its own expense.
27. SURVIVAL OF PROVISIONS. Any terms
or conditions of either this Agreement that
require acts beyond the date of the term of
the Agreement, shall survive termination
of the Agreement, shall remain in full force
and effect unless and until the terms or
conditions are completed and shall be fully
enforceable by either party.
28. PROHIBITION OF CONTINGENCY
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.
29. PUBLIC ENTITY CRIMES AFFIDAVIT.
Consultant shall comply with Section
287.133, Florida Statutes (Public Entity
Crimes Statute), notification of which is
hereby incorporated herein by reference,
including execution of any required
affidavit.
30. CAPTIONS. The captions and headings
of this agreement are intended for
convenience and reference only, do not
affect the construction or meaning of this
agreement and further do not inform a
party of the covenants, terms or conditions
of this Agreement or give full notice
thereof.
31. ADDITIONAL INSTRUMENTS. The
parties agree to provide the other with any
and all documents required to carry out
any and all obligations in connection with
the agreement as set forth herein.
32. NO AGENCY. Except as specifically set
forth otherwise, it is agreed and
understood that neither party hereto is, by
this Agreement or anything herein
contained, constituted or appointed agent
or representative of the other for any pur-
pose whatsoever, nor shall anything in this
Agreement be deemed or construed as
granting either party any right or
authority to assume or to create any
obligation, warranty or responsibility,
express or implied, for or in behalf of the
other.
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33. ORDER OF PRECEDENCE. In the event
of a conflict in the terms and conditions of
this Agreement, the following order of
precedence shall apply:
A. This Agreement
B. The General Terms and Conditions
)
C. The Rate Schedule (Appendix C)
D. The Scope of Work (Appendix B)
E. Task Orders (if applicable)
F. Other Contract Documents
34. OTHER. Neither Party shall
disseminate or make use of any materials
making reference to the other Party,
without the other Party's written consent.
Neither Party shall make any statements
nr nrnmicec relating to the other Party nr
its Services or any use of the other Party's
name, which is not authorized in writing
by the other Party.
35. TERMINATION.
35.1 This agreement maybe terminated at
any time by either party provided the
requesting party provides the other with
thirty (30) days written notice.
35.2 Upon receipt of written notice of
termination from the Client, Consultant
shall immediately stop work on the Project
unless directed otherwise by the Village
Manager.
35.3 The Consultant shall be paid for all
work accepted by the Village Manager up
to the date of termination, provided that
the Consultant has first complied with the
provisions of Paragraph 35.4.
35.4 The Consultant shall transfer all
books, records, reports, working drafts,
documents, maps, and data pertaining to
the Services and the Project to the Client,
in a hard cony and electrnnie fnrmat
within seven (7) days from the date of the
written notice of termination or the date of
expiration of this Agreement.
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APPENDIX B
SCOPE OF WORK
Consultant shall provide the following services:
Consultant shall provide the services as set out in Consultant Proposal dated June 6, 2017, which is
attached hereto as Exhibit A and is incorporated into and forms part of this Agreement.
Page 11 of 15
APPENDIX C
Compensation
Compensation for services will be based as follows:
PRICE PROPOSAL: The Proposer shall provide the hourly rates, unit prices, and equipment rates
requested below. These prices and rates shall be all inclusive of labor, equipment, maintenance,
fuel, delivery costs, travel time, per diem and any other travel or miscellaneous expenses.
HOURLY RATES:
Program Manager
Public Assistance Specialist
Grant Specialist
Planning Specialist
Administrative Support Specialist
TDSR & RDDS Site Monitors
Field Debris Collection/Code Monitors
Deputy Incident Commander
Public Information Officer
Planning Officer
Operations Officer
Logistics Officer
Finance/Administration Officer
Section Lead
Branch Lead
Division Lead
Group Lead
$ 197.50 /hr.
$ 143.50 fhr,
$ 150.00 /hr.
$ 150.00 /hr,
$ 28.00 /hr.
$ 34.00 /hr.
34.00 /hr.
$ 202.40 /hr.
$ 189.75 /hr.
$ 189.75 /hr.
$ 189.75 /hr.
$ 189.75 /hr.
$ 189.75 /hr.
$ 189.75 /hr.
$ 189.75 /hr.
$ 189.75 /hr.
$ 189.75 /hr.
Page 12 of 15
Additional Suggested Positions
1)(1)ri',ti1('ritit(n'irI t:) 1c'rtttitii
Debris Project Manager
Field Supervisor
ilaviroutacand SpecWhit
GIS Analyst
Sdhedaieriffspedltar
ADMS Specialist
QA/QC Load Ticket Data Entry Clerk
Biffing/Invaice Analyst
FEMA Reimbursement Coordinator
Gr.tnts and PI,irtnino
Senior Public Assistance Spit
Senior Grants Specialist
Senior lad 1Mitigatiot! Specialist
4.2
Hazard Mitigation Specialist
Senior Planning Specialist
Insurance Specialist
HOnrlt Rata
$ 70.00
$ 55:00
$ 48.00
$ 95.00 • aMMI
$ 50.00
$ 48.00
$ 48.00
$ 55.00 „04
$ 27.00
$ 28.00
4
$ 95.00
Hourly Ralf
62.50
$ 175.00
74 162.50
•
$ 143.75
$ 162.50
Notes on Rates
1. The hourly rates include all overhead, profit and travel expenditures including per diem, mileage,
rental car, hotel, gas, etc.
Page 13 of 15
Template of Task Order
Task Order No._
Statement of Work for
for
This Task Order No. Statement of Work for for the
("Task Order") effective as of . between
("Client") and Witt O'Brien's, LLC ("Consultant").
Whereas, this Task Order is in support of the ("Agreement"), dated
6 , and attached herein as an exhibit;
Whereas, the Client selected the Contractor to provide services, as defined in the proposal
("Proposal") dated , and attached herein as an exhibit;
Now, therefore, in consideration of the terms and conditions contained in the Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Client
and Consultant hereby agree as follows:
1. Parties mutually agree to add the following:
2. Parties mutually agree to add the following specific scope:
3. Parties mutually agree to add the following performance period:
4. Parties mutually agree to add the following not to exceed amount:
5. Other Terms and Conditions: All other terms and conditions of the basic Agreement
remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto, by their duly authorized representatives, execute this
to be effective as of the date set forth above.
Party Name
Name, Title
Company
Address
City, State, Zip
Email
Phone
Party Name
Name, Title
Company
Address
City, State, Zip
Email
Phone
Page 14 of 15
EXHIBIT A
PROPOSAL FOR SPECIFIC WORK QUOTED
[-#1
VKB Emergency
Debris Monitoring 5
Page 15 of 15
$