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HomeMy Public PortalAbout1992 Agreement VKB-Douglas R Stutz PhD Fire Communication.tifVILLAGE OF KEY BISCAYNE AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 20th day of November, 1992 by and between the VILLAGE OF KEY BISCAYNE (the "VILLAGE") and DOUGLAS R. STUTZ, PhD, d/b/a GDS COMMUNICATIONS, of 2380 Riverdale Drive No., Miramar, FL 33025, (the "CONSULTANT"). RECITALS: The VILLAGE wants to engage the CONSULTANT to perform certain professional services as specifically described in Exhibit 1 to this Agreement ("Specified Services"). The CONSULTANT wants to provide such Specified Services. In consideration of the mutual covenants set forth in the Agreement, the parties agree as follows: 1. SCOPE OF SERVICES The CONSULTANT agrees to provide Specified Services as outlined in the attached Agreement, marked Exhibit 1. 2. FEES FOR SERVICES The CONSULTANT agrees to charge the VILLAGE for Specified Services provided in accordance with the fee schedule attached as Exhibit 1. 3. TERM The term of this Agreement is six (6) months unless earlier terminated pursuant to Paragraph 7. 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, any and all such documents shall be delivered to the VILLAGE by the CONSULTANT. 5. ASSIGNMENT This Agreement shall not be assignable by the CONSULTANT. 6. 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 solicitor 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. 7. TERMINATION This Agreement may be terminated by the VILLAGE upon ten (10) days; written notice with or without cause and by the CONSULTANT upon forty five (45) days' written notice with or without cause. If this Agreement is terminated, the CONSULTANT shall be paid in accordance with the provisions of EXHIBIT I for all acceptable work performed up to the date of termination. 8. 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. 9. 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. 10. WARRANTIES OF CONSULTANT The CONSULTANT hereby warrants and represents that at all times during the term of the 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. 11. ATTORNEY'S FEES In connection with any litigation arising out of this Agreement, the VILLAGE shall be entitled to recover reasonable attorneys fees and costs. 12. 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: C. Samuel Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne, Florida 33149 With a copy to Consultant 13 GOVERNING LAW Richard Jay Weiss Esq Village Attorney Weiss Serota & Helfman P A 2665 South Bayshore Dnve Suite 204 Miami Flonda 33133 Douglas R Stutz PhD d/b/a GDS Communications 2380 Riverdale Dnve N Miramar FL 33025 This Agreement shall be construed in accordance with the laws of the State of Flonda 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 Douglas R Stutz PhD d/b/a GDS Communications 2380 Riverdale Drive No Miramar FL 33025 By Dougl.,- R Stutz PhD -4 VILLAGE VILLAGE OF KEY BISCAYNE 85 West McIntyre Street Key Biscayne FL 33149 By C Samuel Kidnger Village Manager Attest EXHIBIT I_ Reference is made to the Agreement for the Professional Services made between Douglas R. Stutz, PhD, d/b/a GDS Communications (herein referred to as "Consultant"), 2380 Riverdale Drive North, Miramar, Florida 33025 and the Village of Key Biscayne (herein referred to as "Village"), 85 W. McIntyre Street, Key Biscayne, Florida 33149. WITNESSETH 1. The Consultant agrees to review the existing data provided by the Village and listed at Appendix A. This data will provide the basis for determine what additional data, if any, is required. 2. The Consultant agrees to recommend and assist in collecting any additional data required to make an appropriate recommendation, if necessary. This includes conducting interviews, reviewing records, etc. 3. The Village agrees to make all pertinent records and personnel available to the Consultant should it become necessary to collect additional data. The Village further agrees to provide this in an appropriate time frame to ensure completion of the project within the dates outlined below. 4: The Consultant agrees to provide to the Village one copy of an interim report not exceeding 10 pages in length (double spaced), after review of data provided by the Village and listed at Appendix A. This report will summarize the data, recommend collection of addition data, if necessary , and outline the collection process, if required. This report will be submitted no later than three weeks after signing of this document. 5. The Consultant agrees to provide to the Village on copy of a final report, not exceeding 30 pages in length (double spaced), providing a review of the alternatives for provision of fire service (including case studies, as appropriate), an analysis of all data provided and collected, the alternatives (including advantages and disadvantages of each) available to the Village, and a recommendation for the best and most cost efficient method of providing fire service to the Village. This report will be submitted not later than January 15, 1993. 6. The Village agrees to pay all reasonable expenses the Consultant incurs in connection with this project. Examples are: tolls, transportation costs, copying costs, telephone charges, meals if required to be in the Village over meal time, mail expenses, etc. The Consultant agrees to provide a compete accounting of these expenses and to submit these expenses in accordance with the policies of the Village: p. 1 xbibit 1, Continued 7. The Village agrees to pay the Consultant at the rate of $135.00 per hour for the above described work. This fee will be paid on a portal to portal basis. Consulting hours worked will not exceed 8 for the initial review and interim report described in 4 above and 30 hours for the entire project. Should the project require additional hours of work, the Consultant and the Village will agree in writing as to the extension required. 8. The Village agrees to pay all fees and expenses incurred to date at the time of submission of the interim report and to make final payment at the time of submission of the final report. The Consultant will provide a complete accounting of all time spent and expenses in the form of an invoice at each period. 9. This Agreement shall be construed, interpreted and governed by the laws of the State of Florida. 10. This agreement constitutes the entire understanding of the parties, and no modification shall be valid unless it is in writing and signed by the parties to be bound. p. 2 CONSULTING AGREEMENT APPENDIX A LIST OF DATA PROVIDED INITIALLY Summary Report - Key Biscayne Fire and Rescue Services Transitional Committee, Do Date Memorandum - Fire/Rescue Service Cost Comparison Study Revised, March 23, 1992 Option D - Establishment of a Key Biscayne Fire/Rescue Service by Key Biscayne volunteer Fire Department, February 19, 1991 Recommendations for fire and Rescue Services for the Village of Key Biscayne by the Fire and Rescue Committee of the Village Board of Trustees, January 27, 1992 Proposed Recommendation to the Village of Key Biscayne Board of Trustees from Fire\Rescue Committee, No Date Village of Key Biscayne - Fire Cost Analysis, No Date Final Report, Fire and Rescue Committee, Dick Cromartie, Chairman, No Date Fire and Rescue Services Currently Provided by Metro -Dade County Fire Department to Key Biscayne, Report prepared for the Key Biscayne Council by the Fire and Rescue Transition Committee, April 1991 . Miscellaneous Exhibits submitted by the Fire/Rescue Committee, No Date 10. 11. Alternate Proposal for Public Safety Services for the Village of Key Biscayne, Florida Submitted by Wackenhut Services, Incorporated, October, 1991 Proposal for Law Enforcement Services for the Village of Key Biscayne, Florida submitted by Wackenhut Services, Incorporated, September, 1991