HomeMy WebLinkAboutReso 2007-1176
RESOLUTION NO. 2007- J I L /,p
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN
AGREEMENT WITH CALVIN GIORDANO AND ASSOCIATES,
INC. FOR THE PROVISION OF CODE ENFORCEMENT
SERVICES FOR A THREE-MONTH PERIOD, IN THE AMOUNT
OF NINETEEN THOUSAND FIVE HUNDRED SEVENTY-FIVE
DOLLARS ($19,575.00); AUTHORIZING THE MAYOR TO
EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO
EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City Commission has expressed its desire to increase the Code Enforcement
services throughout the city; and
WHEREAS, staff proposes the addition of a contract Code Enforcement Officer, on a
temporary basis, to assist in this regard; and
WHEREAS, the addition of a contract officer will bring the total number of City Code
Enforcement Officers to four; and
WHEREAS, four officers will enable the City to be divided into four enforcement zones,
with one officer assigned to each zone; and
WHEREAS, Calvin Giordano and Associates, Inc. has agreed to provide said Code
Enforcement services on a contract basis for a three-month trial period and has submitted a proposal;
and
WHEREAS, staff has determined the pricing, terms, and conditions contained in the
proposal to be reasonable and customary; and
WHEREAS, the City wishes to enter into an agreement with Calvin Giordano and
Associates, Inc. for the provision of code enforcement services on a three-month basis, in the amount
of Nineteen Thousand Five Hundred Seventy-Five Dollars ($19,575.00), attached hereto as Exhibit
"A"; and
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of Agreement. The Agreement with Calvin Giordano and Associates, Inc.
for the provision of Code Enforcement services for a three-month period, in the amount of Nineteen
Thousand Five Hundred Seventy-Five Dollars ($19,575.00), attached hereto as Exhibit "A," be, and
the same, is hereby approved.
Section 2.
Authorization of Mayor. The Mayor is hereby authorized to execute said Agreement.
R2007- CGA Code EnfSvcs Agrmt
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Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate the terms of this Resolution.
Section 4.
Effective Date. This Resolution will become effective upon adoption.
PASSED AND ADOPTED this 15th day of November 2007.
ATTEST:
~~A~
Jane A. Hines, CMC, City Clerk
APPROVED AS TO FORM
AND CIENCY:
Moved by: V\U N\~o(' lliA-L~
,
Seconded by: C~~ .I.<bL.~ ( ~~
Vote: 6-b
Mayor Edelcup
Vice Mayor Thaler
Commissioner Brezin
Commissioner Goodman
Commissioner Iglesias
V(Yes)
V(Y es)
V(Y es)
V(Y es)
~(Y es)
_(No)
_(No)
_(No)
_(No)
_(No)
R2007- CGA Code EnfSvcs Agrmt
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/'
CITY OF SUNNY ISLES BEACH
SUNNY ISLES BEACH CITY AGREEMENT
WITH CALVIN, GIORDANO & ASSOC. INC.
CONTRACT NO. C0708-021
THIS CONTRACTOR AGREEMENT made and entered into this I 6 ~ day of
November 2007, by and between the CITY OF SUNNY ISLES BEACH, FLORIDA, a municipal
corporation of the State of Florida, (hereinafter referred as to "City") and CALVIN, GIORDANO &
ASSOCIATES, INC., a Florida corporation, authorized to do business in the State of Florida,
(hereinafter referred to as "Contractor"), whose Federal J.D. # is
WHEREAS, the City wishes to employ Contractor to perform the necessary "Code
Enforcement Services" as more particularly described in Attachment "A".
WHEREAS, the Contractor is qualified, willing and able to provide the desired services on the
terms and conditions set forth herein.
WHEREAS, the City desires to enter into an Agreement with Contractor to provide Services
in a total amount not to exceed Six Thousand Five Hundred and Twenty Five Dollars ($6,525.00) per
month for three (3) months, not to exceed a total of Nineteen Thousand Five Hundred and Seventy
Five Dollars ($19,575.00) as more particularly described in Attachment "A".
NOW THEREFORE, in consideration of the premises and the mutual covenants herein
named, the parties hereto agree as set forth below: thereof; and
1. RECITALS: The recitals set forth above are hereby incorporated into this Agreement and
made a part hereof.
2. SERVICES: Contractor agrees to furnish all labor and materials in a good workmanlike and
professional manner and to perform the Services designated in Attachment "A" attached hereto, and
incorporated herein by reference. The Services shall be performed by Contractor to the full
satisfaction of the City. Contractor agrees to have a qualified representative to audit and inspect the
Services provided on a regular basis to ensure all Services are being performed in accordance with the
City's needs and pursuant to the terms of this Agreement, and shall report to the City accordingly.
Contractor agrees to immediately inform the City via telephone and in writing of any problems that
could cause damage to the City's property, improvements and persons. Contractor will require its
employees to perform their work in a manner befitting the type and scope of work to be performed. In
the event that the Contractor fails to complete the Services pursuant to the terms of this contract and
City must undertake the completion of performance of Services, Contractor agrees to indemnify the
City for all costs incurred with respect to the completion of those Services and any damages the City
may suffer as a result of the Contractor's failure to perform the Services.
3. COMPENSA TION. Payment to Contractor for all charges and tasks under this Agreement
shall be in accordance with this Agreement and the schedule of charges reflected in Attachment "A",
which fee shall be disbursed on a monthly basis and under the following conditions:
C0708-021 Calvin, Giordano & Associates, Inc.. Agreement
City of Sunny Isles Beach
18070 Collins A venue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
a. Disbursements. There are no reimbursable expenses associated with this contract.
b. Payment Schedule. Invoices received from the Contractor pursuant to this Agreement
will be reviewed by the initiating City Department. If services have been rendered in
conformity with the Agreement, the invoice will be sent to the Finance Department for
payment. Invoices must reference the contract number assigned hereto. Invoices will
be paid in accordance with the State of Florida Prompt Payment Act.
c. Availability of Funds. The City's performance and obligation to pay under this
Agreement is contingent upon an annual appropriation for its purpose by the City
Commission.
d. Final Invoice. In order for both parties herein to close their books and records, the
Contractor will clearly state "final invoice" on the Contractor's final/last billing to the
City. This certifies that all services have been properly performed and all charges and
costs have been invoiced to the City. Since this account will thereupon be closed, any
other additional charges, if not properly included on this final invoice, are waived by the
Contractor.
Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits,
overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with
the prior written approval of the City. If the City disputes any charges on the invoices, it may make
payment of the uncontested amounts and withhold payment on the contested amounts until they are
resolved by agreement with Contractor.
Contractor shall not pledge the City's credit or make it a guarantor of payment or surety for any
contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further
warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill
the terms of this Agreement.
4. UNDISCLOSED CONDITIONS: In the event that undisclosed conditions are discovered
during the performance of this Agreement, the City shall have the right to cancel this Agreement upon
ten (10) days written notice to contractor. Upon termination, the City may re-bid the project if the
contractor fails to perform under this Agreement due to the undisclosed conditions.
5. INSURANCE: Contractor shall, at its sole cost and expense, during the period of any work
being performed under this Agreement, procure and maintain the following minimum insurance
coverage to protect the City and Contractor against all loss, claims, damage and liabilities caused by
Contractor, its agents, sub-Contractors or employees, as indicated below:
C0708-021 Calvin, Giordano & Associates, Inc. Agreement
2
City of SUIlIlY Isles Beach
18070 Collins A venue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
o Comprehensive General liability insurance, including broad form contractual liability
coverage for all operations, including, but not limited to, contractual, products, and
completed operations, personal injury and property damage liability with minimum
limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars
($2,000,000) aggregate.
o Worker's Compensation, as required by law, but with no less than $1,000,000 for
Employer's Liability.
o Business Automobile Liability which shall include coverage for all owned, non-owned
and hired vehicles for minimum limits of not less than One Million Dollars
($1,000,000) per occurrence, One Million Dollars ($1,000,000) per accident for bodily
injury and Five Hundred Thousand Dollars ($500,000) per accident for property
damage.
o Umbrella/Excess Liability coverage in addition to the foregoing limits that when
combined with the foregoing limits provide total coverage of at least Five Million
Dollars ($5,000,000).
Insurance required of the Contractor shall be primary to, and not contribute with, any insurance or self-
insurance maintained by the City.
Such insurance shall not diminish Contractor's indemnification and obligations hereunder. The
insurance policy(ies) shall be issued by companies authorized to do business under the laws of the
State of Florida and acceptable to the City with a minimum Best rating of A-Excellent. Before any
work under this Agreement is performed, and at any time upon request, Contractor shall furnish
to the City certificates of insurance evidencing the minimum required coverage and shall be
appropriately endorsed for contractual liability, with the City named as additional insured. All
policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in
forms and issued by insurance companies acceptable to the City's Risk Management Department. All
insurance policies and certificates of insurance shall provide that the policies may not be canceled or
altered without thirty (30) days prior written notice to the City. The City reserves the right from time to
time to change the insurance coverage and limits of liability required to be maintained by Contractor
hereunder.
Contractor shall also require and ensure that each of its sub-Contractors providing services hereunder
(if any) procures and maintains, until the completion of the services, insurance of the types and to the
limits specified herein.
ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN THIS SECTION MUST BE
APPROVED IN WRITING BY THE CITY.
C0708-021 Calvin, Giordano & Associates, Inc. Agreement
3
...,.,. .. ~.
City of SUIlIlY Isles Beach
18070 Collins A venue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
6. OWNERSHIP OF DOCUMENTS: The parties agree that all documentation and work product
produced pursuant to this Agreement shall become the exclusive property of the City and shall be
provided to the City upon request.
7. INDEPENDENT CONTRACTOR RELATIONSHIP: It is understood and agreed that
nothing contained in this Agreement shall be deemed to create a partnership, joint venture, other
association, or an employer/employee relationship between the Contractor and the City. Contractor
shall be in the relation of an independent contractor and is to have entire charge, control and
supervision of the work to be performed hereunder.
8. COMPLIANCE WITH LAW: Contractor shall comply with all laws, regulations and
ordinances of any federal, state, or local governmental authority having jurisdiction with respect to this
Agreement ("Applicable Laws") and shall obtain and maintain any and all material permits, licenses,
approvals and consents necessary for the lawful conduct of the activities contemplated under this
Agreement.
Specifically, Contractors shall comply with all applicable conflict of interest provisions as provided in
state statutes, Miami -Dade County Code and the Code of the City of Sunny Isles Beach (Section 62-16
entitled "Ethics in Public Contracting"). As provided in Section 62-16, Code of the City of Sunny
Isles Beach, the City Commission may terminate this Contract for violation of the above-referenced
ethical standards.
9. WAIVER OF LIABILITYIINDEMNITY: The City shall not in any way be answerable or
accountable for any violations of applicable laws or for any injury, loss or damage arising from the
negligence or omission of Contractor or anyone of its employees, contractors or agents. Contractor
hereby agrees to indemnify, defend and hold harmless the City from and against any claim, loss,
damage, liability, cost or expense, including attorneys' fees, whether or not due to or caused in whole
or in part by City or its employees, arising out of (i) the performance or breach by the Contractor of its
obligations under this Agreement, (ii) any personal or bodily injury, including death, to any person and
destruction of property resulting from the performance or breach by Contractor. Contractor's
indemnity obligation shall extend up to but shall not exceed the higher limits of that insurance.
Contractor hereby irrevocably waives any right and agrees not to file any mechanic's or material-
man's lien against City property.
10. ASSIGNMENT: This Agreement shall be binding upon and shall inure to the benefit of the
City and to any and all of its successors and assigns, whether by merger, consolidation, transfer of
substantially all assets or any similar transaction. Notwithstanding the foregoing, this Agreement is
personal to the Contractor and it may not, either directly or indirectly, assign its rights or delegate its
obligations to City hereunder without first obtaining the City's consent in writing. Any such attempted
assignment or delegation shall be deemed of no legal force and effect whatsoever.
11. TERM: Subject to the provisions relating to the termination of this Agreement as set forth
hereunder, the term of this Agreement shall begin upon the execution of this Agreement and shall end
C0708-021 Calvin, Giordano & Associates, Inc. Agreement
(
4
J . I
City of Sunny Isles Beach
18070 Collins A venue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
three (3) months following the execution of this Agreement, upon the completion of Services described
in Attachment "A". The term of this Agreement may be extended for an additional term at the option
of the City. Payment will be made only for work completed to the satisfaction of the City. Contractor
is to commence performance of work on the Commencement Date and continue in a diligent manner
until work is complete. Contractor acknowledges that compliance with the commencement and
completion schedule is the essence of this Agreement. The terms of Sections 8 and 9 entitled
"Compliance with Law" and "Waiver of Liability/Indemnity," respectively, shall survive termination
of this Agreement.
12. TERMINATION:
A. Termination for Cause. If, through any cause within its reasonable control, the
Contractor should fail to fulfill in a timely manner or otherwise violate any of the covenants,
agreements or stipulations material to this agreement, the City shall have the right to terminate the
services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the
City shall notify the Contractor of its violation of the particular term(s) of the agreement and grant
Contractor ten (10) days to cure such default. If the default remains uncured after ten (10) days the
City may terminate this agreement and the City shall receive a refund from the Contractor in an
amount equal to the actual cost of a third party to cure such failure.
(i). In the event of termination, all finished and unfinished documents, data and other work
product prepared by Contractor (and sub Contractor(s)) shall be delivered to the City
and the City shall compensate the Contractor for all services satisfactorily performed
prior to the date of termination, as provided in Paragraph 3 herein.
(ii). Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the
City for damages sustained by it by virtue of a breach of the agreement by Contractor
and the City may reasonably withhold payments to Contractor for the purposes of set-
off until such time as the exact amount of damages due the City from the Contractor is
determined.
B. Termination for Convenience of City. The City may, for its convenience and without
cause, terminate the services then remaining to be performed at any time by giving written notice
which shall become effective seven (7) days following receipt by Contractor. The terms of Paragraphs
12 A (i) and (ii) shall be applicable hereunder.
C. Termination for Insolvency. The City also reserves the right to terminate the remaining
services to be performed in the event the Contractor is placed either in voluntary or involuntary
bankruptcy or makes any assignment for the benefit of creditors.
13. NOTICES: All notices and other communications required or permitted to be given under
this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise
provided herein) (i) by certified or registered mail, first class postage prepaid, return receipt requested,
C0708-021 Calvin, Giordano & Associates, Inc. Agreement
5
.
,~ ,
City of SUIlIlY Isles Beach
18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
(ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile
with confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class
postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier
service), addressed to such party as follows:
If to the City: A. John Szerlag With a copy to:
City Manager Hans Ottinot,
City of Sunny Isles Beach City Attorney
18070 Collins Ave. City of Sunny Isles Beach
Fourth Floor 18070 Collins Avenue
Sunny Isles Beach, Florida 33160 Fourth Floor
Tel: (305)-792-1701 Sunny Isles Beach, Florida
33160
Tel: (305)-792-1702
If to the Contractor: Dennis Giordano,
President, Calvin, Giordano &
Associates, Inc.,
1800 Eller Drive, Suite 600,
Fort Lauderdale, Florida 33316,
Tel: (954) 921-7781.
Fax: (954) 921-8807
14. GOVERNING LAW: The validity of this Agreement and the interpretation and performance
of all of its terms shall be construed and enforced in accordance with the laws of the State of Florida,
without regard to principles of conflict of laws thereof. The location of any legal action or proceeding
commenced under or pursuant to this Agreement shall be in Miami-Dade County, Florida.
15. ARBITRATION: It is the intention of the parties that whenever possible, if a dispute or
controversy arises hereunder then such dispute or controversy shall be settled by arbitration in
accordance with the procedures, rules and regulations of the American Arbitration Association. The
decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be
held in Miami-Dade County, Florida. All costs of arbitration and attorneys' fees incurred by the
parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, each party
shall be responsible for a portion of the costs of arbitration and their respective attorneys' fees as may
be determined by the court on confirmation.
16. REMEDIES FOR BREACH: In the event this Agreement is terminated by the City for cause,
the Contractor shall be liable to the City for any additional cost incurred by the City due to such
termination. In the event of Termination for Cause, the City is only liable for payment of services
satisfactorily performed by the Contractor prior to receipt of notice of Termination for Cause, and the
City shall have no further liability for compensation to the Contractor. In the event of Termination for
C0708-021 Calvin, Giordano & Associates, Inc. Agreement
6
City of Sunny Isles Belich
18070 CoBins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
Cause, no payment to the Contractor shall be made for services not satisfactorily performed by the
Contractor. In no event shall the City be obligated to compensate Contractor for lost profits, or any
resulting or consequential damages.
17. MISCELLANEOUS:
A. In the event any provision of this Agreement is found to be void and unenforceable by a
court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be
binding upon the parties with the same effect as though the void or unenforceable provisions had been
severed and deleted.
B. This Agreement may be executed in multiple identical counterparts, each of which shall
be deemed an original for all purposes.
C. This Agreement shall constitute the entire agreement between the parties with respect to
the subject matter hereof, and it shall supersede all previous and contemporaneous oral and written
negotiations, commitments, agreements and understandings relating hereto.
D. Any modification of this Agreement shall be effective only if in writing and signed by
the parties to this Agreement.
E. No waiver of any provision of this Agreement shall be valid or enforceable unless such
waiver is in writing and signed by the party granting such waiver.
18. CONFLICTING PROVISIONS: The terms and conditions in this Agreement supersede
any other conflicting provisions that are contained in any other document.
(I'he remainder of this page has been intentionally left blank.)
C0708-021 Calvin, Giordano & Associates, Inc. Agreement
7
City of Sunny Isles Belich
18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate on the
day and year first written above.
By:
WITNESS:
CITY OF SUNNY ISLES BEACH
rint Name: d ()..lillfLI/!L ~v-fZ.-
ATTEST:
By: ~~ A:~
" " Jane A. Hines, CMC, City Clerk
APPROVED AS TO FORM
AND LEGAL SUF I C
C0708-021 Calvin, Giordano & Associates, Inc. Agreement
8
~1' Calvin, Giordano g Associates, Inc.
.. IEXCEPTIONAL SOLUTIONS
.!I
~
November 20, 2007
Mr. Robert Solera
Community Development Director
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, FL 33160
RE: Code Enforcement Sunny Isles Beach
CGA Proposal No. 07-1457
Dear Mr. Solera,
We are pleased to submit this proposal for Professional Services to the City of
Sunny Isles Beach. Calvin, Giordano & Associates, Inc. (CGA) is prepared to
supply to the City the necessary "Code Enforcement Services" in order to assist the
City in maintaining a healthy wholesome environment while enhancing quality of
life, increasing property values and promoting business as necessary.
Calvin, Giordano & Associates has provided Code Enforcement services to several
municipalities. We provide the right personnel for each unique situation. We listen
to our clients and tailor our Code Enforcement efforts to needs of Client
understanding that every Client is unique.
Engineering
Construction Engineering
& Inspection
Municipal Engineering
Transportation Planning
& Traffic Engineering
Surveying & Mapping
Planning
Landscape Architecture
& Environmental Services
Construction Services
SCOPE OF SERVICES
Calvin, Giordano & Associates, Inc. will perform the following services based on
our understanding of the scope of work the City requires:
I. CODE ENFORCEMENT
Indoor Air Quality
Data Technologies
& Development
Emergency Management
Services
Building Code Services
A Calvin, Giordano & Associates will provide to the City one (1) Certified
Code Enforcement Officer on a full time basis, forty (40) hours per week.
He will enforce the City's Code of Ordinances to attain compliance as
requested by the City's Community Development Director or his legal
designee.
B Calvin, Giordano & Associates shall pay all benefits and other direct and
indirect compensation to the Code Enforcement Officer.
1800 Eller Drive, Suite 600
Fort Lauderdale. FL 33316
Phone: 954.921.7781
Fax: 954.921.8807
www.calvin-giordano.com
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Page 2 of 5
11/20/2007
C The Code Enforcement Officer shall write courtesy notices, warnings and or violations
as appropriate and directed by the City's Community Development Director or his legal
designee to attain compliance with the Code.
D Calvin, Giordano & Associates shall not provide vehicles, supplies, uniforms or any other
materials not described under this agreement for the Code Enforcement Officer.
II BASIS OF PROPOSAL
. Calvin, Giordano & Associates, Inc. is performing the consultant services set forth in this
Agreement strictly as a professional consultant to the CLIENT. Nothing contained in this
Agreement shall create any contractual relationship between Calvin, Giordano & Associates
and any of the Client's other professional consultants.
. Calvin, Giordano & Associates, Inc. will ensure that all consultants carry proper insurance,
including professional liability insurance, if appropriate.
III REIMBURSABLE EXPENSES
. Calvin, Giordano & Associates, Inc. and its consultants will be reimbursed for deliveries,
Federal Express services, required travel time and travel expenses, long distance telephone
calls, fax transmittals, postage as may be required by the CLIENT. Reimbursable expenses
and sub-consultant invoices will be billed directly to the CLIENT at a multiplier of 1.25.
IV MEETING ATTENDANCE
. Due to the difficulties of predicting the number or duration of meetings, meetings which are
held outside normal working hours will be billed according to the Schedule of Fees shown
herein. Preparation for and meeting attendance, as necessary, will be provided on a time and
materials basis and will be billed at the standard hourly rates in accordance with the Hourly
Rate Schedule herein.
V COMPENSATION AND SCHEDULE OF FEES
. Calvin, Giordano & Associates, Inc. will provide one (1) Certified Code Enforcement Officer
for a lump sum of $6,525.00 per month. The total number of hours per week for the Code
Enforcement Officer is not to exceed forty (40) except as other wise provided for in this
agreement. For hours in excess of the forty (40) hours per week for the Code Enforcement
Officer Calvin, Giordano & Associates, Inc. will be compensated at a rate of $61.20 per hour
with a minimum of three (3) hours per incident or request.
VI TERMS OF THE AGREEMENT
. Calvin, Giordano & Associates, Inc. is providing Code Enforcement Services on a lump sum
basis for a total (40) hours week for one Code Enforcement Officer. In addition the Code
Enforcement Officer will be available for meetings, emergency call outs or for other tasks as
Page 3 of5
11/20/2007
requested by the Community Development Director or his legal designee. Hours in excess of
the forty (40) hours per week are paid on an hourly basis. Calvin Giordano & Associates, Inc.
is not responsible for any errors and omissions in the case preparation.
. CLIENT agrees to indemnify, hold harmless and, at Calvin Giordano & Associates, Inc.'s
option, defend or pay for an attorney selected by Calvin, Giordano & Associates, Inc., to
defend Calvin Giordano & Associates, Inc., its officers, agents, servants, and employees
against any and all claims, losses, liabilities, and expenditures of any kind, including attorney
fees, any appellate attorney costs, court costs, and expenses, caused by, arising from or
related to any acts, omissions or negligence of CLIENT or its consultants.
. Calvin, Giordano & Associates, Inc. agrees to indemnify, hold harmless and, at Client's
option, defend or pay for an attorney selected by CLIENT, to defend CLIENT, its officers,
agents, servants, and employees against any and all claims, losses, liabilities, and
expenditures of any kind, including attorney fees, any appellate attorney costs, court costs,
and expenses, caused by, arising from or related to any acts, omissions or negligence of
Calvin Giordano & Associates, Inc.
. CLIENT agrees to limit Calvin, Giordano, & Associates, Inc.'s liability for any and all
claims that CLIENT may assert on its own behalf or on behalf of another, including but not
limited to claims for breach of contract or breach of warranty, to the amount of fees paid to
Calvin, Giordano & Associates, Inc. pursuant to this Agreement.
. The terms of Agreement shall be valid for the Client's acceptance for a period of thirty (30)
days from the date of execution by Calvin, Giordano & Associates, Inc. after which time this
contract offer becomes null and void if not accepted formally (evidenced by receipt of an
executed copy of this document). All rates and fees quoted in this document shall be
effective for a period of six (6) months, after which time they may be renegotiated with the
CLIENT.
. The term of this Agreement is for three (3) months from the date agreed to by all parties. It
may be extended beyond the initial three month period as may be mutually agreed upon.
. Invoices for work accomplished to date will be submitted monthly and are payable within
thirty (30) days. The CLIENT will pay invoices upon receipt and understands interest
charges of 1.5% per month will be applied to any unpaid balance past thirty (30) days.
Calvin, Giordano & Associates, Inc. may elect to stop work until payment is received. If
work is stopped for thirty (30) days or more, Calvin, Giordano & Associates, Inc. may
request compensation for start-up costs when work resumes.
. Calvin, Giordano & Associates, Inc. and the CLIENT agree by their signatures on this
document that each party will not hire or attempt to hire any staff from the other party while
under contract together.
Page 4 of 5
11/20/2007
VII MISCELLANEOUS PROVISIONS
. Unless otherwise provided, this Agreement shall be governed by the law of the place where
the project is located.
. CLIENT and Calvin, Giordano & Associates, Inc., respectively, bind themselves, their
partners, successors, assigns, and legal representatives to the other party to this Agreement
and to the partners, successors, assigns, and legal representatives of such other party with
respect to all covenants of this Agreement. Neither CLIENT nor Calvin, Giordano &
Associates, Inc. shall assign this Agreement without written consent of the other.
. This Agreement represents the entire and integrated agreement between the CLIENT and
Calvin, Giordano & Associates, Inc. and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be amended only by written
instrument signed by both Calvin, Giordano & Associates, Inc. and the CLIENT.
VIII TERMINATION OF THE AGREEMENT
. This Agreement may be terminated by either party upon not less than (30) thirty days written
notice should the other party fail substantially to perform in accordance with the terms of this
Agreement through no fault of the party initiating the termination. Failure of CLIENT to
make payments to Calvin, Giordano & Associates, Inc., in accordance with this Agreement,
shall be considered substantial nonperformance and cause for termination.
. In the event of termination in accordance with this Agreement or termination not the fault of
Calvin, Giordano & Associates, Inc., Calvin, Giordano & Associates, Inc. shall be
compensated for services properly performed prior to receipt of notice of termination,
together with Reimbursable Expenses then due.
We appreciate the opportunity to submit this proposal. Calvin, Giordano & Associates, Inc. is
prepared with the necessary resources to proceed with the proposed scope of services upon
receipt of the executed authorization. Our personnel are committed to the highest level of public
and CLIENT service. Please indicate your acceptance of this proposal by signing below. We
look forward to working with you in making this project a success.
Sincerely,
CALVIN, GIORDANO & ASSOCIATES, INC.
Den . s 1. Giordano
President
Page5of5
11/20/2007
Cost of these services are $6,525.00 per month plus any additional services requested
by the Community Development Director or his legal designee. Those services will be
paid by the CLIENT at the rate of $61.20 per hour with a minimum of three (3) hours
er incident or re uest
ACCEPTANCE OF CONTRACT
Calvin, Giordano & Associates, Inc.
By:
IY_X-
Date:
II /2~/O)
~
Dennis 1. Giordano
President
City of Sunny Isles Beach
By:
Date:
A. John Szerlag
City MAnager