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HomeMy WebLinkAboutAgreement_General_2/9/2023_Markay Consulting Groupr� - ,fir-Markay Consulting Group January 8, 2023 Mr. Chance Fell - Water Plant Operator/CIA Officer Village of Tequesta 345 Tequesta Drive Tequesta, FL 33469 RE: Letter -of -Agreement for Professional Environmental Laboratory Consulting Services Village of Tequesta Water Treatment Plant Laboratory Project No. MCG-22-009-10 Dear Mr. Fell: We are pleased to offer this Letter -of -Agreement for your review and approval. The contents of this Agreement are based upon our understanding of the required Scope -of -Work, as well as our communications over the past few weeks. The staff of the Markay Consulting Group (MCG) will handle this work in a prompt and confidential manner, and we trust that you will look on the following arrangement favorably. Our primary objective will be to provide professional consulting services to your laboratory in support of your efforts to apply for and earn TNI accreditation from the Florida Department of Health Environmental Laboratory Certification Program (FDOH ELCP). The following sections delineate the basic elements of our Agreement with you (the Client): Scope -of -Work: The Markay Consulting Group will provide professional consulting and support services as detailed by you to include: 1. Provide guidance in support of efforts to prepare an application for TNI accreditation to the FDOH EtCP. 2. Remote review of pertinent laboratory documentation, including: a) Current version of the Quality Manual. b) Organizational Charts. c) Proficiency Testing Data and Reports. d) Staff qualifications including education and experience. e) Listing and details on laboratory instrumentation and equipment. f) Current version of Standard Operating Procedures (SOP) for Standard Method 9223B. g) Demonstrations of Capability. 3385 Summerland Hills Loop Lakeland, Florida 33812 Telephone (863) 255-5856 * * *.markaycg.com Mr. Chance Fell - Water Plant Operator/OA Officer January 8, 2023 Page 2 h) Most recent internal audit, if available. i) Most recent management review, if available. j) Copies of typical preparation bench sheets. k) Copies of typical analytical report. 1) Any other pertinent laboratory documentation. 3. Travel to the laboratory to conduct interviews with laboratory staff, review procedures and pertinent documentation not previously reviewed, and to tour the laboratory's facilities. 4. Assist in the preparation of the application for accreditation as well as any requests for additional information from the FDOH ELCP. 5. Provide other technical assistance as requested by the Village of Tequesta Water Treatment Plant Laboratory staff. Work Not Included: Any tasks not explicitly listed above or not explicitly contemplated or required by this Agreement may be beyond the scope of work. Nonetheless, given the structure of this agreement, any tasks outside those explicitly listed, can be added to the scope upon mutual agreement. To assist us in meeting these objectives, the Client shall furnish us with all information regarding their requirements, including any special or extraordinary considerations for the Project, and make available existing pertinent information. Additional Work: Should you desire us to undertake additional tasks, we will forward an addendum to this agreement describing the revised scope -of -work and adjusted compensation schedule for your review. We will not proceed on the additional work until you have furnished written authorization for the additional services. Period of Service: Upon receipt of a duly executed copy of this Agreement, MCG shall promptly initiate the work and would anticipate continuing to provide consulting support to the laboratory through the application process and until one or both parties indicate a desire to discontinue services. In any case, MCG will be paid for all services rendered until and up to the time this arrangement is discontinued. The onsite component of this work has been tentatively scheduled for January 26, 2023. Compensation: Our standard compensation for the Services delineated above is based on an hourly rate of $150, which will cover professional time as well as expenses associated with travel to and from the facility. That is, travel time to and from your facility or other designated locations and associated with onsite work will be billed at this rate, but no supplemental travel expenses for mileage, lodging, or other per diem will be billed. As such, invoiced amounts will only reflect the total professional hours billed in the preceding period and at the aforementioned rate, but will cover all charges for professional time, mileage, lodging, per diem, and any other incidental expenses. For the purposes of this arrangement, we will establish a not -to - exceed figure of $6,000, which correlates to 40 hours of professional time. Subsequent arrangements can be made for additional work upon agreement of both parties. Payment for Services: Generally, invoices will be prepared and submitted on a monthly basis with payment being due within 30 days of the date of the invoice. Interest shall accrue beginning on the 301 day after the Mr. Chance Fell - Water Plant Operator/QA Officer January 8, 2023 Page 3 date of the invoice at a rate of 134 % per month (18% annually). Should collection efforts be necessary, the prevailing party shall be entitled to an award of reasonable attorneys' fees and costs from the other party. Upon default, MCG may suspend services under this agreement until all amounts due for services and expenses have been paid. Reuse of Documents: All documents, including but not limited to drawings and specifications, prepared by MCG or its subcontractors pursuant to this Agreement, if any, are related exclusively to the services described herein. They are not intended or represented to be suitable for reuse by the Client or others on extensions of this project or on any other project Any reuse without written verification or adaptation by MCG for specific purposes intended will be at the Client's sole risk and without liability or legal exposure to MCG, and the Client shall indemnify and hold MCG harmless from all claims, damages, losses, and expenses, including, but not limited to, attorney's fees arising out of or resulting therefrom. Any such verification or adaptation will entitle MCG to further compensation at rates to be agreed upon by the Client and MCG. Force Maieure: Neither party to this Agreement will be liable to the other party for delays in performing the services, nor for the direct or indirect cost resulting from such delays, that may result from labor strikes, riots, war, acts of governmental authorities, extraordinary weather conditions, or other natural catastrophe, or any other cause beyond the reasonable control or contemplation of either party. Termination: The obligation to provide further services under this Agreement may be terminated by either party upon seven days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. In the event of any termination, MCG will be paid for all services rendered. Umitation of liability: To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of MCG and its officers, directors, employees, and subconsultants, and any of them, to the Client and anyone claiming by, through or under the Client, for any and all claims, losses, costs or damages or any nature whatsoever arising out of, resulting from or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract, or of warranty, express or implied, or for any special or consequential damages, shall not exceed the total compensation paid by the Client for the services of MCG under this contract. Entire Agreement This Agreement is made and entered into in Polk County, Florida, and Florida law shall govern this Agreement. Venue for legal proceedings shall be in Polk County, Florida. This Agreement supersedes all other agreements, oral or written, and contains the entire agreement of the parties. No cancellation, modification, amendment, deletion, addition, waiver, or other change to the terms of this Agreement shall have effect unless specifically set forth in writing signed by the party to be bound thereby. In the event a Purchase Order is issued for the Work outlined in this Agreement, the terms of this Agreement shall take precedence over and control any preprinted terms and conditions of the Purchase Order. Furthermore, it is understood that any terms and conditions of the Purchase Order not explicitly addressed in this Agreement do not apply, are deemed to be stricken, and neither party shall be bound thereto. Mr. Chance Fell - Water Plant Operator/QA Officer January 8, 2023 Page 4 We trust that this working arrangement is agreeable with you, and if so, would appreciate execution of this Letter -of -Agreement in the appropriate spaces provided below and the return of one (1) executed copy of same to this office. This Proposal may be void if not executed within 30 days. We appreciate your consideration and look forward to working with you and your team. Sincerely, The Markay Consulting Group 4. �- Mark A. Alessandroni, PE, CHMM Principal Consultant and Managing Member APPROVED AND ACCEPTED THIS t DAY OF ;3�vv, `I 02023 FOR VILLAGE OF TEQUESTA WATER TREATMENT PLANT LABORATORY. Attest: �'p Authorized Representative \\ L.ti 0 Iv�C �cti4 �J ��~ Title Witness Witness PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Proposal or Bid. Upon request from the Village's custodian of public records, CONTRACTOR must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR who fails to provide the public records to the Village, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if the CONTRACTOR does not transfer the records to the Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to the Village, all public records in possession of the CONTRACTOR, or keep and maintain public records required by the Village. If the CONTRACTOR transfers all public records to the Village upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the VILLAGE, upon request from the Village's custodian of public records, in a format that is compatible with the Village's information technology systems. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT Imcwilliams@teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. "The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA") by ensuring that the Contractor's [ agreement /bid documents and specifications ] are accessible to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written statement indicating that all [ agreement /bid documents and specifications], from Contractor, including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World Wide Web Consortium ("WK"), Web Accessibility Initiative ("WAI"), available at www.w3.org/TR/`WCAG/."