2002-048RESOLUTION NO. 2002-48
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER TO EXECUTE THE ATTACHED CONTRACT
FOR PROFESSIONAL MANAGEMENT SERVICES FOR
THE COMMUNITY/RECREATION CENTER PROJECT
BETWEEN THE CITY OF AVENTURA AND SEVERN
TRENT ENVIRONMENTAL SERVICES, INC.;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS
RESOLUTION; AND PROVIDING AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The City Manager is hereby authorized to execute the attached
Contract for Professional Management Services between the City of Aventura and
Severn Trent Environmental Services, Inc. for the Community/Recreation Center
project.
Section 2. The City Manager is authorized to do all things necessary to carry
out the aims of this resolution.
Section 3. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner Rogers-Libert, who
moved its adoption. The motion was seconded by Vice Mayor Berger, and upon being
put to a vote, the vote was as follows:
Commissioner Jay R. Beskin
Commissioner Ken Cohen
Commissioner Manny Grossman
Commissioner Harry Holzberg
Commissioner Patricia Rogers-Libert
Vice Mayor Arthur Berger
Mayor Jeffrey M. Pedow
yes
yes
yes
yes
yes
yes
yes
Resolution No. 2002-48
Page 2
PASSED AND ADOPTED this 3~ day of September, 2002.
JEFFREY M. PERLOW, MAYO'~
TERE~'M. SOR~___...~, CM¢~-CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
CONTRACT FOR PROFESSION?gM SERVICES
THIS AGREEMENT is made and entered into this 3rd day of September, 2002, by and
between the City of Aventura, a Florida municipal corporation (the "City"), and Severn Trent
Environmental Services, Inc., ("Severn Trent").
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties agrees as follows:
1. PURPOSE
1.1.
The purpose of this Agreement is to provide for the City's retention of Severn
Trent to perform Community/Recreation Center Management Services for the
City as described in section 2 below.
2. SCOPE OF SERVICES
Severn Trent shall provide the following services to the City:
2.1 Management Services:
2.1.1 Provide overall management of the City's Community/Recreation
Center (the "Center")
2.1.2 Provide supervision of all Center personnel.
2.1.3 Develop and implement Center programs, activities, and operating
protocols.
2.1.4 Coordinate with all City departments and be available to attend
City meetings and workshops.
2.1.5 Coordinate with all groups as instructed by the City.
2.1.6 Develop an annual budget and coordinate with appropriate City
staff
2.1.7 Liaison with other governments as appropriate.
2.1.8 Establish quality assurance and customer service standards and
reporting procedures.
2.1.9 Issue membership cards, conduct registration, operate computer-
based registration system, issue and maintain reports and financial
records as required, interface with City departments as appropriate.
2.1.10_Perform any other duties and projects as assigned by the City
Manager, including but not limited to: City parks, recreation
programs, and special events
2.2
Staffing Services:
2.2.1 Provide appropriate on-site personnel to staff the City's
Community/Recreation Center as per applicable Severn Trent and
City employment policies.
2.2.2 Maintain high level of professionalism and dedication of
employees.
2.2.3 Provide fringe benefits to on-site personnel.
2.2.4 Provide communications equipment and vehicles to on-site
personnel as appropriate.
2.3 Performance Standards:
2.3.1
Severn Trent shall mutually develop, in conjunction with the City,
performance standards for the operation of the Community Center
within ninety (90) days of the execution of this Agreement. The
standards shall be utilized in the evaluation of the performance of
Severn Trent. The City Manager at his sole discretion may change,
alter, or modify these standards in the best interests of the City.
COMPENSATION
3.1
For all Community/Recreation Center Staffing Sen,ices provided by
Severn Trent as described in Section 2.1 and 2.2 of this Agreement, the
City shall pay Severn Trent an annual professional fee equal to the sum of
all on-site staff salaries tim~s a factor of 1.5, for all staff members who are
not required to use a vehicle in performance of their duties, and a factor of
2.0, for all staff members who are required to use a vehicle provided by
Severn Trent in performance of their duties, paid in equal monthly
installments. After the initial year of this agreement ending September 30,
2003, the City shall consider price adjustments not to exceed 3% to the
cost of on-site staff and shall evidence such adjustments in its adopted or
amended fiscal year budget. Fees for Community/Recreation Center
Staffing Services shall be billed and paid pursuant to monthly invoices
submitted by Severn Trent to the City.
RECORDS/RIGHT TO INSPECT AND AUDIT
4.1.
All records, books, documents papers and financial information (the
"Records") that resuk from Severn Trent providing s*rvices to the City
under this Agreement shall be the property &the City.
4.2.
Upon termination of this Agreement, any and all such Kecords shall be
delivered to the City by Severn Trent within 15 days.
4.3.
Severn Trent shall maintain records, books, documents, papers and
financial information pertaining to work performed under this Agreement
during the term of this Agreement and for a period of 3 years following
termination of this Agreement.
4.4.
The City Manager or his designee shall, during the term of this Agreement
and for a period of three (3) years from the date of termination of this
Agreement, have access to and the right to examine and audit any Records
of Severn Trent involving transactions related to this Agreement.
4.5.
The City may cancel this Agreement for refusal by Severn Trent to allow
access by the City Manager or his designee to any Records pertaining to
work performed under this Agreement or that are subject to the provisions
of Chapter 119, Florida Statutes.
INDEMNIFICATION
5.1.
Severn Trent shall defend, indemnify, and hold the City harmless from
and against any and all demands, claims, suits, liabilities, causes of action,
judgment or damages, arising out of, related to, or in any way connected
with Severn Trent's performance or non-performance of any provision of
this Agreement including, but not limited to, liabilities arising from
contracts between Severn Trent and third parties made pursuant to this
Agreement. Severn Trent shall reimburse the City for all its expenses
including reasonable attorney fees and costs incurred in and about the
defense of any such claim or investigation.
INSURANCE
Severn Trent shall maintain at its sole cost and expense and all times, in
addition to any other insurance the City may reasonably require,
professional liability insurance, employee dishonesty insurance,
employer's liability insurance, comprehensive general liability insurance
and automotive liability insurance with minimum policy limits for each
coverage in the amount of One Million Dollars ($1,000,000.00) per
occurrence, single limit for property damage and bodily injury, including
death. The City shall be named as an additional insured on each of the
above policies, unless prohibited by law, and Severn Trent shall provide
City with a certificate evidencing same. Each policy shall also state that it
is not subject to cancellation, modification, or reduction in coverage
without thirty (30) days written notice to the City prior to the effective
date of cancellation, modification, or reduction in coverage.
6.2.
Severn Trent shall maintain each of the above insurance policies
throughout the term of this Agreement and any extensions of this
Agreement.
Severn Trent shall provide the City with a current copy of each of the
above insurance policies, and any renewals.
o
7.1
This Agreement shall become effective upon execution by both parties and
shall continue in force through September 30, 2007, unless sooner
terminated as provided for herein.
7.2.
The City shall have the option to renew this Agreement for a period of one
year upon the same terms and conditions contained herein upon ninety
(90) days written notice to Severn Trent. Thereafter, any renewal shall be
in writing and executed by both parties.
TERMINATION
8.1
The City may terminate this Agreement at any time , at the City's
discretion by giving Severn Trent written notice at least ninety (90) days
prior to the effective date of termination. Upon receipt &written notice of
termination, Severn Trent shall provide only those services and incur only
those expenses specifically approved or directed in writing by the City
Manager.
8.2.
Severn Trent may terminate this Agreement by giving the City written
notice at least one hundred and eighty (180) days prior to the effective
date of termination.
8.3.
In the event of termination or expiration of this Agreement, Severn Trent
and the City shall cooperate in good faith in order to effectuate a smooth
and harmonious transition from Severn Trent to the City, or to any other
person or entity the City may designate, and to maintain during such
period &transition the same services provided to the City pursuant to the
terms of this Agreement.
8.4.
Severn Trent will take all reasonable and necessary actions to transfer all
books, records and data of the City in its possession in an orderly fashion
to either the City or its designee in a hard copy and computer format.
MODllZICATION/AMENDMENT
This writing contains the entire Agreement of the parties. No
representations were made or relied upon by either party, other than those
that are expressly set forth.
10.
11.
12.
13.
For the City:
With a
9.2.
No agent, employee, or other representative of either party is empowered
to modify and amend the terms of this Agreement, unless executed with
the same formality as this document.
SEVERABILITY
10.1
If any term or provision of this Agreement shall to any extent be held
invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby, and each term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
GOVERNING LAW
11.1
This Agreement shall be construed in accordance with and governed by
the laws of the State of Florida. Exclusive venue for any litigation shall be
in Miami-Dade County, Florida. The parties hereby waive any right to a
trial by jury in any such litigation.
WAIVER
12.1
The failure of either party to this Agreement to object to or to take
affirmative action with respect to any conduct of the other which is in
violation of the terms of this Agreement shall not be construed as a waiver
of the violation or breach, or of any future violation, breach or wrongful
conduct.
NOTICES/AUTHORIZED REPRESENTATIVES
13.1
Any notices required or permitted by this Agreement shall be in writing
and shall be deemed to have been properly given if transmitted by hand-
delivery, by registered or certified mail with postage prepaid return receipt
requested, or by Federal Express addressed to the parties at the following
addresses:
City of Aventura
Attention: Eric M. Soroka, City Manager
19200 West Country Club Drive
Aventura, FL 33180
Telephone: (305) 466-8910
Facsimile: (305) 466-8919
copy to:
Weiss, Serota and Helfman
2665 South Bayshore Drive, Suite 420
Miami, Florida 33133
Telephone (305) 854-0800
Facsimile: (305) 854-2323
For Severn Trent:
James P. Ward
Moyer & Associates
210 North University Drive
Suite 301
Coral Springs, Florida 33071
Phone: (954) 753-5841
Facsimile: (954) 345-1292
Either party shall have the right to change its address for notice purposes by sending written
notice of such change of address to the other party in accordance with the provisions hereo£
14.
INDEPENDENT CONTRACTOR
14.1.
Severn Trent is and shall remain an independent contractor and is not an
employee or agent of the City. Services provided by Severn Trent shall be
by employees of Severn Trent and nothing in this Agreement shall in any
way be interpreted or construed to deem said employees to be agents,
employees, or representatives of the City.
14.2.
Severn Trent shall be responsible for all compensation, tax
responsibilities, insurance benefits, other employee benefits, and any other
status or fights of its employees during the course of their employment
with Severn Trent.
14.3.
The City Manager shall have the right to require Severn Trent to transfer
personnel out of the City of Aventura. Assignment. Severn Trent agrees to
transfer said personnel within 10 days of notification by the City Manager.
15. EQUH?MENT APPRAISAL AND TRANSFER
15.1.
In the event of termination or upon the expiration of this Agreement, the
City shall have the option to pumhase or sublease from Severn Trent any
piece of equipment, owned or leased by Severn Trent in use by Severn
Trent at any of the City's offices at the equipment appraised value.
15.2.
Upon the exercise by the City of its option to purchase or sublease the
subject equipment, Severn Trent shall execute all necessary documents
within ten (10) days or within a mutually agreed time.
6
16. ASSIGNMENT
17.
16.1. This Agreement shall not be assignable by the City or Severn Trent.
PROI:[IIlITION AGAINST CONTINGENT FEES
17.1
Severn Trent warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for Severn Trent,
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 Severn Trent, any fee, commission,
percentage, gift, or any other consideration, contingent upon or resulting
from the award or making of this Agreement.
18. WARRANTIES OF SEVERN TRENT
18.1.
Severn Trent hereby warrants and represents that at all time during the
term of this Agreement that it shall maintain in good standing all required
licenses and certificates required under federal, state and local laws
necessary to perform the services and shall comply with all applicable
laws.
19. AYIORNEYS FEES
19.1
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.
[ Remainder Of Page Is Intentionally Left blank]
IN WITNESS WHEREOF the undersigned parties have executed this Agreemem on the
date indicated above.
WITNESSES:
SEVERN TRENT ENVIRONMENTAL
SERVICES, INC.
~t t iVnn~ame:~(~'~a~'J e. 'n'htaox'~'l~' Printfl(la-m~e: JamesP. Ward,
[x~ ~x,~.j~vt~,~--~l~rint Name~,,~7~ }tl~13gJ~tJ Date: ~
By: Eric M. Soroka,
Date:
APPROVED AS TO FORM:
City Attomey~