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04/28/1989 AgreementRECEIVED APR 2 01989 AGREEMENT FOR MAKAGINOT ADVISORY SERVICES BET=m nowtOE 009M AND HUTCHINSON, MOORS, aRAVETT, ZRRERA a DRUEER, P.A. THIS AGREEMENT, made and entered into this 28th day of _ April 19 89, by and between MONROE COUNTY, a subdivision of the State of Florida, by and through its Board of COUNTY Commissioners, hereinafter referred to as the "COUNTY", and the firm of Hutchinson, Moore, Gravett, Errera & Druker, P.A., as lead firm for The Solid Waste Group, hereinafter referred to as "CONSULTANT", doing business at 3100 PGA Boulevard, Suite 450, Palm Beach Gardens, Florida 33410; W I T N E S S E T H: For and in consideration of the covenants and agreements hereinafter contained, the parties hereto do mutually covenant and agree as follows: Section 1. Retention of the CONSULTANT. The COUNTY hereby engages the CONSULTANT for management advisory services relating to Solid Waste Collection and Disposal hereinafter referred to as the "Project". The Project is more fully described in Exhibit "A" attached hereto and incorporated herein by reference. Section 2. Basic Services of the CONSULTANT. A. The CONSULTANT shall serve as the COUNTY's professional management advisor during the performance of the Project. The CONSULTANT warrants that it now has or will secure 1 at its own expense all personnel required to perform all services under this Agreement. Such personnel shall not be employees of, or have any contractual relationship with the COUNTY. B. The CONSULTANT will begin work promptly after receipt of a fully executed copy of this Agreement and written authorization from the COUNTY's Designated Representative which the COUNTY agrees to designate and is more specifically described in Section 2, Paragraph C. below. C. Services of the CONSULTANT shall be under the general direction of Charles P. Aguero, telephone (305) 296-9680, who shall act as the County's Designated Representative during the performance of this Agreement. The COUNTY's Designated Representative is the only person authorized to direct the activities of the CONSULTANT and must approve, in writing, all change orders. D. All consulting services shall be performed in cooperation and coordination with the COUNTY and, in the performance of such services, the CONSULTANT shall: (1) Maintain close liaison and cooperation with the COUNTY's Designated Representative during the performance of the work hereunder to obtain agreement and coordination of the various phases of work contained herein. (2) Provide the COUNTY with schedules, including starting dates and contemplated completion dates, for the progress of, and completion of, the Project. Such schedules and progress reports shall be in such format and details the Designated Representative may require. 2 c Section 3. Additional Services If authorized in writing by COUNTY, the CONSULTANT shall furnish Additional Services which are in addition to Basic Services. As Additional Services are requested by the COUNTY, an Addendum will be approved from time to time in accordance with COUNTY'S procedures. Section 4. General Considerations A. This Agreement shall be considered as a continuing contract with respect to services requested by the COUNTY. This Agreement shall be reviewed annually by the COUNTY on its anniversary date commencing in 1990 and may be terminated by the COUNTY as further provided in Section 6. of this Agreement. If not so terminated, this Agreement shall be automatically renewed and remain in full force and effect until the next review date. In no event shall work be performed outside the scope of services as outlined in Exhibit A without prior written authorization from the COUNTY. B. It is understood and agreed that the CONSULTANT'S services under this Agreement do not include participation, whatsoever, in any litigation. Should such services be required, a supplemental Agreement may be negotiated between the COUNTY and the CONSULTANT describing the services desired and providing a basis for compensation to the CONSULTANT. C. Upon the CONSULTANT'S written request, the COUNTY will furnish or cause to be furnished such reports, studies, instruments, documents and other information as the CONSULTANT and COUNTY mutually deem necessary, and the CONSULTANT may rely upon same in performing the services required under this Agreement. 3 Section 5. Payment for Services of the CONSULTANT. The COUNTY shall pay to the CONSULTANT for services rendered an amount not to exceed Seventy Five Thousand ($75,000.00) Dollars, which includes all out-of-pocket expenses, for the scope of work for Phases I through III as de ned in Exhibit A. The CONSULTANT will bill the COUNTY on a .$eqd=monthly basis for services rendered under this Agreement. Invoices received from the CONSULTANT pursuant to this Agreement will be reviewed and approved by the COUNTY Designated Representative, indicating that services have been rendered in conformity with the Agreement and then will be processed for payment. Invoices must reference the current purchase order number, if any. Payment shall be made within thirty (30) days of receipt of invoice from the CONSULTANT. Section 6. Termination. This Agreement may be terminated by the CONSULTANT upon seven days' written notice to the COUNTY in the event of substantial failure by the COUNTY to perform in accordance with the terms of this Agreement through no fault of the CONSULTANT. It may also be terminated by the COUNTY with or without cause upon seven days' written notice to the CONSULTANT. Unless the CONSULTANT is in breach of this Agreement, the CONSULTANT shall be paid for services rendered to the date of termination. After receipt of a Termination Notice and except as otherwise directed by the COUNTY, the CONSULTANT shall: A. Stop work on the date and to the extent specified; B. Terminate and settle all orders and subcontracts relating to the performance of the terminated work; C. Transfer all work in process, completed work and other material related to the terminated work to COUNTY; 4 D. Continue and complete all parts of the work that have not been terminated. In the event of termination by the COUNTY without cause, the CONSULTANT shall be entitled to receive from the COUNTY termination expenses not exceeding five (5%) percent of the total contract price. Termination expenses shall consist of direct personnel costs attributable to the termination, and other reimbursable expenses including expenses such as transportation, telephone, reproduction costs and other incidentals to the termination. Section 7. Excusable Delays. The CONSULTANT shall not be considered in default by reason of any failure in performance if such failure arises out of causes reasonably beyond the CONSULTANTS control and without its fault or negligence. Such causes may include, but are not limited to: acts of God; the COUNTY's omissive and commissive failures; natural or public health emergencies; labor disputes; freight embargoes; and severe weather conditions. If failure to perform is caused by the failure of the CONSULTANT's subcontractor(s) to perform or make progress, and if such failure arises out of causes reasonably beyond the control of both the CONSULTANT and its subcontractors) and is without the fault or negligence of either of them, the CONSULTANT shall not be deemed to be in default. Upon the CONSULTANT's request, the COUNTY shall consider the facts and extent of any failure to perform the work and, if the CONSULTANT's failure to perform was without its fault or negligence, any affected provision of this Agreement shall be revised accordingly, subject to the COUNTY's rights to change, terminate, or stop any or all of the work at any time. 5 Section 8. Federal and State Tax. The COUNTY is exempt from Federal Tax and State Tax for Tangible Personal Property. The CONSULTANT shall not be exempted from paying sales tax to their suppliers for materials to fulfill contractual obligations with the COUNTY, nor shall the CONSULTANT be authorized to use the COUNTY's Tax Exemption Number in securing such materials. The CONSULTANT shall be responsible for payment of his/her own FICA and Social Security benefits with respect to this Agreement. Section 9. Remedies. This Agreement shall be interpreted according to the laws of the State of Florida and any and all legal action necessary to enforce this Agreement will be held in Monroe County, Florida. In the event of any dispute, or alleged breach of contract, the parties shall have recourse to all their legal remedies. Section 10. Interest of CONSULTANT. The CONSULTANT represents that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner with the performance of services required to be performed under this Agreement as provided in Section 112.311, et seq., Florida Statutes. The CONSULTANT further represents that, in the performance of the Agreement, no persons having any such interest shall be employed. The CONSULTANT shall promptly notify the COUNTY in writing by certified mail of all potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the CONSULTANT's judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the CONSULTANT may undertake and request an opinion of the COUNTY as to whether the association, interest or circumstance would, in the opinion of the COUNTY, constitute a conflict of interest if entered into by the CONSULTANT. The COUNTY agrees to notify the CONSULTANT of its opinion by certified mail within 30 days of receipt of notification by the CONSULTANT. If, in the opinion of the COUNTY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the CONSULTANT, the COUNTY shall so state in the notification and the CONSULTANT shall, at his option, enter into said association, interest or circumstance and it shall be deemed not in conflict of interest with respect to services provided to the COUNTY by the CONSULTANT under the terms of this Agreement. Section 11. Disclosure and Ownership of Documents. the CONSULTANT shall deliver to the COUNTY for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials prepared by and for the COUNTY under this Agreement. Any documents or information developed by the CONSULTANT as part of this project on behalf of the COUNTY shall be released to the public only through the COUNTY or its Designated Representative. All drawings, maps, sketches, and other data developed, or purchased, under this Agreement or at the COUNTY's expense shall be and remain its property. 7 Section 12. Availability of Funds. The obligations of the COUNTY under this award are subject to the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners. Section 13. Arrears. The CONSULTANT will not pledge the COUNTY's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The CONSULTANT further warrants and represents that it has no obligations or indebtedness that would impair its ability to fulfill the terms of this Agreement. Section 14. Independent Contractor Relationship. The CONSULTANT is and shall be in the performance of all work services and activities under this Agreement an independent contractor, and not an employee, agent, or servant of the COUNTY. All persons engaged in any of the work or services performed pursuant to this contract shall at all times and in all places be subject to the CONSULTANT's sole direction, supervision, and control. The CONSULTANT shall exercise control over the means and manner in which it and its employees perform the work and in all respects the CONSULTANT's relationship and the relationship of its employees to the COUNTY shall be that of an independent contractor and not as employees or agents. Section 18. Hold Harmless. The CONSULTANT agrees to indemnify, hold harmless, and defend the COUNTY and any and all of their directors, officers, agents and employees from and against all claims, loss, damage, charge or expense, to which they or any 8 of them may be put or subjected to arising out of or resulting from any negligent or willful act or actions, omission or failure to act on the part of the CONSULTANT in the performance of the services described in this Agreement. Section 16. Contingent Fees. The CONSULTANT warrants that no person or company has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, nor has the CONSULTANT paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee, any fee, commission, contribution, donation, percentage, gift, or any other consideration, contingent upon, or resulting from the award of this Agreement. Section 17. Nondiscrimination. The CONSULTANT warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, sex, age or national origin. Section 18. Separability. If any term or provision of this Agreement, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. 9 Section 19. Notice. All notices required in this Agreement shall be sent by certified mail, return receipt requested and if sent to the COUNTY shall be mailed to: and if sent to the CONSULTANT shall be mailed to: Ms. Diane C. Errera The Solid Waste Group 5154 Okeechobee Boulevard, Suite 2D West Palm Beach, Florida 33417 Section 20. Successors and Assigns. The COUNTY and the CONSULTANT each bind the other and their respective successors and assigns in all respects to all the terms, conditions, covenants and provisions of this Agreement, and any assignment or transfer by the CONSULTANT of its interest in this Agreement without the written consent of the COUNTY shall be void. Nothing herein shall be construed as creating any personal liability on the party of any officer or agent of the COUNTY, nor shall it be construed as giving any right or benefit hereunder to anyone other than the COUNTY or the CONSULTANT. Section 21. Amendments. This Agreement may be amended by mutual written agreement of the parties hereto. Further, this Agreement, including without limitation all changes in the maximum indebtedness, scope of services, time of completion, and other material terms and conditions, may be changed by a written memorandum of understanding agreed to and executed by both parties. 10 IN WITNESS WHEREOF, the parties have accepted, wade and executed the Agreement upon the terms and conditions above stated on the date and year first above written. ATTEST: DAY L ]KOT GE, Clerk Cl rk (S E A L) ATTEST: itnes (S E A L) COUNT��OE, FLORIDA BY: MAYOR CHAIRMAN HUTCHINSON, MOORE, GRAVETT, ERRERA & DRRUKER, P.A. BY: - CC DIANE C. ERRERA as lead firm for The Solid Waste Group A D G BY E%BIBIT A MONROE COUNTY SOLID WASTE PROGRAM REVIEW AND BATE STQDY PHASE I - REVI W AND ASSESSMENT To be completed on or about ($27,900.00) ,�(j�, 05-31-89. The first phase —will be to complete an overall review and assessment of the current policies, programs and services relating to solid waste collection and disposal. This review will include but not be limited to the following tasks: A. Review current policies, ordinances, franchises, financial records and other pertinent documents relating to solid waste collection, disposal and recycling. B. Interview appropriate county staff, officials and other parties involved with the provisions of solid waste collection, disposal and recycling services. C. Review and determine the full cost of providing the current level of solid waste collection, disposal and recycling services. D. Review customer categories and related rate structure and determine the level of service and benefit received by each. PHASE II - PREPARATION OF ALTERNATIVES To be completed on or about ($24,100.00) M Z 06-30-89r The second has ill be to analyze the information gathered P Y during the review and assessment phase and prepare specific policies and alternative approaches, with corresponding recommendation where applicable, for consideration by the County Commission. This analysis will include at least the following tasks: 12 A. Prepare proposed policy, ordinance, billing (In-house or Tax Collector) and franchise (collection and recycling) alternatives for consideration by the County Commission. B. Prepare proposed alternatives relating to rate structure, rate elements, customer classifications and rate adjustment procedures for consideration by the County Commission. C. Present proposed alternatives and recommendations at one or two workshops (special meetings) to assist County Commissioners in establishing policy direction for determining specific user fees and customer classifications for solid waste collection and disposal. PHASE III - PR&PARATION OF PROPOSED RATE SCHEDULE To be completed ($23,000.00) on or bout O?- 31-89 �� The third phase will be to prepare proposed rates based on the decision made by the County Commission during the analysis and review of the results of Phase II. This work will include at least the following tasks: A. Prepare proposed rate structure, customer classifications and rates which will equitably distribute the costs among the various customer categories. B. Assist the County Commission during the public hearing process. PHASE IV - IMPLEMENTATION OF OTHER RECOMMENDATIONS The fourth phase will be to assist in the implementation, where necessary, of any program recommendations approved by the County Commission. The fee for this Phase, if any, will be negotiated on a task basis. 13