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1996-18 Richard S Rubin & Assoc Agreement to Obtain Grants RESOLUTION NO. 96-18 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF PARKLAND, FLORIDA AUTHORIZING ENTERING INTO AN AGREEMENT BETWEEN THE CITY OF PARKLAND AND RICHARD S. RUBIN & ASSOCIATES FOR PROFESSIONAL CONSULTATION SERVICES WHEREAS, the City Commission of the City of Parkland, Florida finds and determines that it is in the best interest of the citizens of the City to enter into the attached Agreement between the City of Parkland and Richard S. Rubin & Associates for professional consultation services in connection with applying for and obtaining a Grant from Florida Recreation Development Assistance Program ("FRDAP"), Section 1. The City Commission approves the attached Agreement Detween the City of Parkland, Florida and Richard S. Rubin & Associates. Setlion 3. That this Resolution shall be in full force and effect immediately upon its passage and adoption. PASSED AND ADOPTED THIS 5 DAY OF, JUNE , 1996. ~.....~~~ AL PAGL , MAYOR , ~~ SUSAN ARMSTRONG, C~ CITY CLERK lAW OFFICES OF ANDREW S. MAURODIS ~ 321 S,E.15THAVENUE FT. LAUDERDALE, FLA. 33301 TELEPHONE (954) %7-2000 TELECOPIER (954) %7-2306 150 N,E, 2ND AVENUE DEERFIELD BEACH, FLA. 33441 TELEPHONE (954) 480-4265 TELECOPIER (954) 480-4490 REPLY TO: DEERFIELD BEACH June 19, 1996 Harry Mertz, City Manager City of Parkland 6500 Parkside Drive Parkland, Florida 33067 RE: Agreement between City of Parkland and Richard S. Rubin & Associates Dear Harry: Enclosed for the Mayor's signature is the original agreement to apply for a grant from the Florida Recreation Development Assistance Program. The Agreement has been executed by Richard Rubin and I have approved as to form. Andrew S. Maurodis ASM:jms Enclosure AGREEMENT THIS AGREEMENT, made and entered into the JUNE , 19~ by and between: S't:h day of CITY OF PARKLAND, FLORIDA a Municipal Corporation 6500 Parkside Drive Parkland, Florida 33067 (hereinafter referred to as "CITY") AND RICHARD S. RUBIN & ASSOCIATES a Florida Corporation Atrium Centre 4801 S. University Drive, Suite 300W Davie, Florida 33328 (hereinafter referred to as "CONSULTANT") WITNESSETH: WHEREAS, the CITY wishes to apply for a Grant from the Florida Recreation Development Assistance Program ("FRDAP"); and WHEREAS, the CITY acknowledges that the Grant can be used to develop land for active and passive recreational activities, and that emphasis is given by FRDAP for Grant applications to include enhancing/increasing recreation opportunities; and WHEREAS, the CITY wishes to contract with CONSULTANT for professional consultation services in connection with applying for and obtaining the Grant from FRDAP to assist in developing CITY park land: TERRAMAR PARK WHEREAS, the CITY wishes to authorize CONSULTANT to immediately begin and complete the Grant application process prior to the next deadline for receiving proposals from municipalities. NOW, THEREFORE, in consideration of the mutual terms and conditions, promises, covenants and payments hereinafter set forth, CITY and CONSULTANT agree as follows: Section 1. The above recitals are true and correct and are incorporated herein. Page 1 of 10 Section 2. TERM 2.01 This Agreement shall commence upon approval by the City Commission of this Agreement and shall terminate upon the completion of the services and pursuant to the terms in Section 3.04. Section 3. SERVICES AND RESPONSIBILITIES 01' CONSULTANT 3.01 CONSULTANT shall coordinate all services with the City Manager or his designee as the CITY's representative. The CITY shall make a reasonable effort to assist CONSULTANT in completing the application by providing information and filling out capital improvement expenditures and environmental/engineering questions in a timely manner. 3.02 CONSULTANT shall be responsible for the accuracy of calculations and representations, and for any mistakes or omissions in the work of CONSULTANT which appear during the final review by the CITY, and will be required to do any work on the Grant application to correct mistakes or omissions in this work prior to Board Hearing without additional compensation. 3.03 CONSULTANT hereby represents to CITY, with full knowledge that CITY is relying upon these representations when entering into this Agreement with CONSULTANT, that CONSULTANT has the professional expertise, experience and manpower to perform the services to be provided by CONSULTANT pursuant to the terms of this Agreement. 3.04 CITY recognizes that the Grant of Funds mayor may not be awarded to the CITY; however, CONSULTANT shall be under contract with CITY until such time that a final response is received from Florida Department of Environmental Protection, Bureau of Design and Recreation Services, under the Florida Recreation Development Assistance Program (FRDAP). 3.05 CONSULTANT and CITY acknowledge that the grant application is due no later than sometime in August. 3.06 The CITY shall review the final draft of the grant application and indicate in writing its approval, prior to the CONSULTANT submitting the application to Florida Department of Environmental Protection. Section 4. RESPONSIBILITIES OF CITY 4.01 The CITY shall provide professional consultants which are required to assist CONSULTANT in completing the Grant application. Page 2 of 10 Section 5. COMPENSATION AND METHOD OF PAYMENT 5.01 A fee of nine thousand two hundred and fifty and 00/100 dollars ($9,250.00) shall be paid by the CITY to the CONSULTANT within fifteen (15) days of "Notice of Grant Acceptance Letter" from FRDAP provided that the grant is in an amount not less than $90,000. 5.02 Should a subsequent agreement be reached with the CITY by June 5, 1997 for the CONSULTANT to provide additional grant writing services to the CITY, the fee specified in Section 5.01 shall be reduced by twenty five hundred and 0 0 / 1 0 0 dollars ($2500). 5.03 The CITY shall budget an amount not to exceed four hundred and 00/100 dollars ($400.00) to reimburse the CONSULTANT for the following miscellaneous expenses: . Reproducing graphics, . printing costs & . long distance telephone calls Section 6. CHANGES IN SCOPE OF WORK 6.01 CITY or CONSULTANT may request changes that would increase, decrease or otherwise modify the Scope of Services to be provided under this Agreement. Such changes must be in accordance with the provisions of the Code of Ordinances of the CITY and must be contained in a written amendment, executed by the parties hereto, with the same formality and with equality and dignity prior to any deviation from the terms of this Agreement, including the initiation of any extra work. In no event will the CONSULTANT be compensated for any work which has not been described in a separate written agreement executed by the parties hereto. Section 7. NO BROlCERAGE FEES 7.01 CONSULTANT shall not be entitled to any real estate brokerage commissions or fees in connection with any real estate transactions that arise out of the Grant application. Section 8. NO CONTINGENT FEES TO THIRD PARTIES 8.01 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, company, corporation, individual or firm, other than a bona fide Page 3 of 10 employee working solely for CONSULTANT any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making or this Agreement. For the breach or violation of this provision, the CITY shall have the right to terminate the Agreement without liability, at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. Section 9. IHDBKNIFICATION 9.01 GENERAL INDEMNIFICATION: CITY AND CONSULTANT shall indemnify, defend, save and hold harmless each other, its officers, agents and employees, from any and all claims, damages, losses, liabilities and expenses direct, indirect or consequential, arising out of or alleged to have arisen out of or in consequence of the operations of the CONSULTANT or CITY or his subcontractors, agents, officers, servants, independent contractors or employees pursuant to this Agreement, specifically including but not limited to those caused by or arising out of any act, omission, default or negligence of the CONSULTANT in the provision of the services under this Agreement. 9.02 CITY and CONSULTANT shall pay all claims, losses, liens, fines, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to reasonable attorney's fees, paralegal expenses and court and arbitration costs. These indemnifications shall survive the term of this Agreement. Section 10. OWNERSHIP OF DOCUMENTS 10.01 Reports, surveys, studies and other data provided in connection with this Agreement are and shall remain the property of CITY whether or not the proj ect for which they are made is completed. Section 11. RECORDS 11.01 CONSULTANT shall keep such records and accounts and require any and all subcontractors to keep records and accounts as may be necessary in order to record complete and correct entries as to personnel hours charged to this engagement, and any expenses for which CONSULTANT expects to be reimbursed. Such books and records will be available at all reasonable times for examination and audit by CITY and shall be kept for a period of three (3) years after the completion of all work to be performed pursuant to this Agreement. Incomplete or incorrect entries in such books and records will be grounds for disallowance by CITY of any fees or expenses based upon such entries. Page 4 of 10 Section 12. TERMINATION: 12.01 TERMINATION FOR CONVENIENCE OF CITY: Upon seven (7) calendar days written notice delivered by certified mail, return receipt requested, to the CONSULTANT, the CITY may without cause and without prejudice to any other right or remedy, terminate this Agreement for the CITY'S convenience whenever the CITY determines that such termination is in the best interest of the CITY. Upon receipt of the notice of termination for convenience, the CONSULTANT shall promptly discontinue all work at the time. The Consultant shall be paid for all reimbusible expenses to the extent provided for in Section 5.03 prior to the effective date of the termination. 12.02 TERMINATION FOR CAUSE: CONSULTANT may terminate this Agreement for cause only. If such cause exists CONSULTANT shall provide thirty (30) calendar days advance written notice of termination in the manner specified herein. CONSULTANT shall be paid for reimbursible expenses to the extent provided for in section 5.03 prior to the effective date of termination. Section 13. LICENSES: 13.01 CONSULTANT shall secure and pay for all licenses necessary for the proper execution and completion of the work. Section 14. AUDIT RIGHTS: 14.01 CITY reserves the right to audit the records of CONSULTANT, as they apply to CITY, at any time during the performance and term of the Agreement and for a period of three (3) years after completion and acceptance by CITY. If required by CITY, CONSULTANT agrees to submit to an audit by an independent certified public accountant selected by CITY. CONSULTANT shall allow CITY to inspect, examine and review the records of CONSULTANT at any and all times during normal business hours during the term of the Agreement. Section 15. CONFLICT OF INTEREST: 15.01 CONSULTANT covenants that no person under its employ who is presently exercised any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect with CITY. CONSULTANT further covenants that, in the provision of the services set out in this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of CONSULTANT or its employees, must be disclosed in writing to Page 5 of 10 CITY. 15.02 CONSULTANT warrants that it has not employed or retained any person employed by CITY to solicit or secure this Agreement and that it has not offered to pay, paid or agreed to pay, any public official or person employed by CITY any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this privilege. Section 16. INDEPENDENT CONTRACTOR STATUS 16.01 CONSULTANT and its employees, volunteers and agents shall be and remain independent contractors and not agents or employees of CITY with respect to all of the acts and services performed by and under the terms of this Agreement. This Agreement shall not in any way be construed to create a partnership, association or any other kind of joint undertaking or venture between the parties hereto. Section 17. ASSIGNABILITY 17.01 CONSULTANT shall not assign, transfer, subject any rights, obligations, facilities or provided by or resulting from this Agreement expressly permitted herein. sublet or services except as Section 18. GOVERNING LAW AND VENUE 18.01 The validity, construction and effect of this Agreement shall be governed by the laws of the State of Florida. 18.02 Any claim, obj ection or dispute arising out of the terms of this Agreement shall be litigated in the Seventeenth Judicial Circuit in and for Broward County, Florida. Section 19. ATTORNEY'S FEES AND COSTS: 19.01 The prevailing party with a judgment subsequent to any claim, objection or dispute arising out of the terms of this Agreement shall be entitled to an award of all reasonable attorney's fees, interest, court costs and paralegal expenses incurred by such prevailing party against the losing party including reasonable appellate attorney's fees, interest, paralegal expenses and taxable costs. Section 20. COMPLIANCE WITH LAWS 20.01 CONSULTANT shall comply with all statutes, laws, ordinance, rules, regulations and lawful orders of the United Page 6 of 10 States of America, State of Florida, City of Parkland and of any other public authority which may be applicable to this Agreement. Section 21. SEVERABILITY 21.01 Should any part, term or provision of this Agreement be found invalid by a court of competent jurisdiction to be illegal or in conflict with any law of the State, the validity of the remaining portions or provisions shall not be affected thereby. Section 22. ENTIRE AGREEMENT; NO ORAL MODIFICATION 22.01 This Agreement constitutes the entire and integrated agreement between both parties in terms of the matters set forth herein and supersedes all prior negotiations, representations or agreements whether written or oral. Modification to this Agreement can only be made in a written instrument executed by both parties. Reference to the Agreement shall be deemed to include any duly executed modification, change or supplement. The failure of a party to seek redress for violation of or to insist on strict performance of any of the covenants of this Agreement shall not be construed as a waiver or relinquishment for the future of any covenant, term, condition or election but the same shall continue and remain in full force and effect. Section 23. NO REPRESENTATIONS 23.01 The respective officers, agents and/or employees of both CITY and CONSULTANT have not made any representations or promises except as expressly set forth in this Agreement. Page 7 of 10 Section 25. NOTICES 25.01 All notices required by this Agreement shall be in writing and shall be deemed delivered upon mailing by certified mail, return receipt requested to the following persons and addresses unless otherwise specified herein: CITY: Harry Mertz, City Manager City of Parkland 6500 Parkside Drive Parkland, Florida 33067 CONSULTANT: Richard S. Rubin, President RICHARD S. RUBIN & ASSOCIATES 4801 S. University Drive, Suite 310W Davie, FL 33328 Page 8 of 10 IN WITNESS WHEREOF, the CITY OF PARKLAND AND RICHARD S. RUBIN and ASSOCIATES have caused these present to be executed in their respective names by the proper officials the day and year first above written. ATI'EST: ~~ ~--It - Susan Armstrong, ~ Clerk CITY OF PARKLAND, a municipal corporation organized and existing under the laws of the State of Florida saL~a~-- Tax Exempt I.D. Number 0400897-08-16 ~1TIURNEY - State of Florida County of Broward The foregoing instrument was acknowledged before me, the undersigned Notary Public in and for the State of Florida, on this, the 24 day of JUNE 19 96, by Ci ty Clerk and Mayor, respectively. --- ~~~~~ Notary Public, s;;;J'~- ';~rida NOTARY PUBLIC SEAL OF OFFICE G)... HELEN M. LYNOTT :-Y.l II'i COMMISSKJN' CC 840 *i : · EXPIRes: FeIJn.-y 18. 1_ . BoIIlIId ThnI NaIIIy PllIIIll tnIIMIIIII HELEN M. LYNOTT Printed, typed or stamped name of Notary Public exactly as commis- sioned Individuals who sianed are pprRn~ _ally known: no identification pro- duced ~ Page 9 of 10 RICHARD S. RUBIN & ASSOCIATES u/ / /fA RICHARD S. RUBfN, President State of County of Florida Broward On this, the 6th day of ~, 1996 , before me, the undersigned Notary Public of the State of Florida, the foregoing instrument was acknowledged by Richard Rubin (name of officer), President (corporate title) of Richard S. Rubin & Associates, Inc., on behalf of the corporation. WITNESS my hand and official seal DR SHARPE NOI'ARY PUBUC STATE OF FlORIDA COMMISSJON NO. CceD6149 -:1), R. ~~ Prt/l-fe.3 -.u-~IONBXP.ocr.26~ Printed, typed o'i: 'stamped name of Notary Public exactly as commissioned ~ersOnallY known to me, or o Produced identification: (type of identification produced) A: \PARKLAND, CON Page 10 of 10 CITY OF PARKLAND 6500 PARKSIDE DRIVE PARKLAND, FLORIDA 33067 (305)753-5040 FAX (305)341-5141 June 24,1996 Mr. Richard S. Rubin Richard S. Rubin & Associates 4801 S. Univenity Drive, Suite 300W Davie, Florida 33328 RE: AGREEMENT BETWEEN CITY OF PARKLAND AND RICHARD S. RUBIN & ASSOCIATES Dear Mr. Rubin: Attached is a copy of the above referenced agreement that was passed by Resolution No. 96-18 by the Parkland City Commission on June 5, 1996. The agreement has been fully executed. Should you require further information please feel free to contact me at 753-5040. Very truly youn, ~~ Helen Lynott, C.M.C. Assistant to the City Clerk Attachment