HomeMy Public PortalAbout2019-13 Approving an agreement with the Corradino Group, Inc for Professional Planning Director services for the Building, ZoninRESOLUTION NO. 2OI9-I3
A RESOLUTION OF THE VILLAGE COI.INCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
AN AGREEMENT WITH THE CORRADINO GROUP, INC.
FOR PROFESSIONAL PLANNING DIRECTOR SERVICES
FOR THE BUILDING, ZONING, AND PLANNING
DEPARTMENT; PROVIDING FOR AUTHORIZATION;
AND PROVIDING FOR AN EFFECTIVE DATE.
\ilHEREAS, the Village of Key Biscayne (the "Village") is seeking a professional to
serve as the Planning Director for the Building, Zoning, and Planning Department (the
"Department"); and
\ryHEREAS, the Village has previously engaged The Conadino Group, Inc. (the
"Consultant") for professional services such as general civil engineering, transportation planning
and engineering, environmental engineering, and landscape architecture; and
\ryHEREAS, the Consultant has provided a proposal to serve as the Department's
Planning Director and provide the various planning services needed by the Village (the
"Services"); and
WHEREAS, pursuant to 2-87 of the Village Code of Ordinances, the Services to be
provided by the Consultant are exempt from the Village's competitive bidding procedures, and
WHEREAS, the Village Council desires to engage the Consultant to perform the
Services and approves the Professional Services Agreement attached hereto as Exhibit "A" (the
ooAgreement"); and
\ryHEREAS, the Village Council finds that this Resolution is in the best interest and
welfare of the residents of the Village.
NO\il, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF
THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals. That each of the above-stated recitals are hereby adopted,
confirmed, and incorporated herein.
Section 2. Approval. That the Agreement with the Consultant in substantially the
form attached hereto as Exhibit "A" is approved.
Section 3.Authorization. That the Village Manager is hereby authorized to execute
the Agreement attached hereto as Exhibit "4" with the Consultant for the Services, in an amount
not to exceed $65,000.00, subject to approval by the Village Attorney as to form, content, and
legal sufficiency.
Section 4. Effective Date. That this Resolution shall be effective immediately upon
adoption.
PASSED and ADOPTED this 26rh day of February,20lg.
A V/. DAVEY,
[NA,C
CLERK
APPROVED AS TO FORM AND LEGAL S CY
VILLAGE ATTORNEY
2
PROFESSIONAL SERVICES AGREEMENT
BET\ryEEN
THE VILLAGE OF KEY BISCAYNE
AND
CORRADINO GROUP,INC.
THIS AGREEMENT (this "Agreement") is made effective as of thØ aul offuZu*ø7ffi ï?JlHÏffii,îå31ï,ì;kll"ï:Ui?,:1i,i¡:.iîS,"*",ifJ
Mclntyre Street, Key Biscayne, Florida 33149 (hereinafter the "Village"), and THE
CORRADINO GROUP,INC. , a Florida Corporation, whose address is 4055 NW 97th Avenue,
Miami, Florida 33178 (hereinafter, the "Consultant").
WHEREAS, the Consultant will perform services on behalf of the Village, all as funher
set forth in the Proposal dated , 2019, attached hereto as Exhibit
"4" (the "Services"); and
\ryHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a
fee for the Services; and
WHEREAS, the Village desires to engage the Consultant to perform the Services and
provide the deliverables as specified below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the Consultant and the Village agree as follows:
1. Scone ofServices.
1.1 Consultant shall provide the Services set forth in the Proposal attached
hereto as Exhibit "A" and incorporated herein by reference.
1.2 Consultant shall fumish all reports, documents, information obtained
pursuant to this Agreement, and recommendations during the term of this
Agreement (hereinaft er "Deliverables").
1.3 Consultant shall provide a minimum of eighty (80) hours of work a month,
which shall include but not be limited to: daily presence at the Village,
availability by telephone at all times; presence at staff and council meetings;
and assistance to management and staff with planning requirements.
2. Term/Commencement Date.
This Agreement shall become effective upon the Effective Date and shall
remain in effect for five (5) months thereafter, unless earlier terminated in
accordance with Paragraph 8.
2.1
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2.2 Consultant agrees that time is of the essence and Consultant shall complete
the Services within the term of this Agreement, unless extended by the
Village Manager.
3. Compensation and Pavment.
Compensation for Services provided by Consultant shall be in accordance
with the Proposal attached hereto as Exhibit "4." Consultant shall be
compensated a flat rate lump sum fee in the amount of $13,000.00 per
month.
Consultant shall deliver an invoice to Village no more often than once per
month detailing Services completed and the amount due to Consultant under
this Agreement. Fees shall be paid in arrears each month, pursuant to
Consultarit's invoice, which shall be based upon the percentage of work
completed for each task invoiced. The Village shall pay the Consultant in
accordance with the Florida Prompt Payment Act after approval and
acceptance of the Services by the Village Manager.
4. Subconsultants.
4.r The Consultant shall be responsible for all payments to any subconsultants
and shall maintain responsibility for all work related to the Services.
Consultant may only utilize the services of a particular subconsultant with
the prior written approval of the Village Manager, which approval shall be
granted or withheld in the Village Manager's sole and absolute discretion.
3.1
J.Z
4.2
5.1
5.2
5. Villaee's Responsibilities.
Village shall make available any maps, plans, existing studies, reports, staff
and representatives, and other data pertinent to the Services and in
possession of the Village, and provide criteria requested by Consultant to
assist Consultant in performing the Services.
Upon Consultant's request, Village shall reasonably cooperate in arranging
access to public information that may be required for Consultant to perform
the Services.
6. Consultant's Responsibilities.
6.I The Consultant shall exercise the same degree of care, skill and diligence in
the performance of the Services as is ordinarily provided by a consultant
under similar circumstances. If at any time during the term of this
Agreement or within two (2) years from the completion of this Agreement,
it is determined that the Consultant's Deliverables or Services are incorrect,
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6.2
7. Conflict of Interest.
7.t
8. Termination.
8.1
8.2
8.3
8.4
9. Insurance.
9.1
not properly rendered, defective, or fail to conform to Village requests, the
Consultant shall at Consultant's sole expense, immediately correct its
Deliverables or Services.
The Consultant hereby warrants and represents that at all times during the term
of this Agreement it shall maintain in good standing all required licenses,
certifications and permits required under Federal, State and local laws
applicable to and necessary to perform the Services for Village as an
independent contractor of the Village.
To avoid any conflict of interest or any appearance thereof, Consultant shall
not, for the term of this Agreement, provide any consulting services to any
private sector entities (developers, corporations, real estate investors, etc.),
with any cuffent, or foreseeable, adversarial issues in the Village.
The Village Manager, without cause, may terminate this Agreement upon
five (5) calendar days written notice to the Consultant, or immediately with
cause.
Upon receipt of the Village's written notice of termination, Consultant shall
immediately stop work on the project unless directed otherwise by the
Village Manager.
In the event of termination by the Village, the Consultant shall be paid for
all work accepted by the Village Manager up to the date of termination,
provided that the Consultant has first complied with the provisions of
Paragraph8.4.
The Consultant shall transfer ali books, records, reports, working drafts,
documents, maps, and data pertaining to the Services and the project to the
Village, in a hard copy and electronic format within fourteen (14) days from
the date of the written notice of termination or the date of expiration of this
Agreement.
Consultant shall secure and maintain throughout the duration of this
agreement insurance of such types and in such amounts not less than those
specified below as satisfactory to Village, naming the Village as an
Additional Insured, underwritten by a firm rated A-X orbetter by A.M. Best
and qualified to do business in the State of Florida. The insurance coverage
shall be primary insurance with respect to the Village, its officials,
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9.2
employees, agents and volunteers naming the Village as additional insured.
Any insurance maintained by the Village shall be in excess of the
Consultant's insurance and shall not contribute to the Consultant's
insurance. The insurance coverages shall include at a minimum the
amounts set forth in this section and may be increased by the Village as it
deems necessary or prudent.
a. Commercial General Liability coverage with limits of liability
of not less than a $1,000,000 per Occurrence combined single
limit for Bodily Injury and Property Damage. This Liability
Insurance shall also include Completed Operations and Product
Liability coverages and eliminate the exclusion with respect to
property under the care, custody and control of Consultant. The
General Aggregate Liability limit and the Products/Completed
Operations Liability Aggregate limit shall be in the amount of
$2,000,000 each.
b. Workers Compensation and Employer's Liability insurance, to
apply for all employees for statutory limits as required by
applicable State and Federal laws. The policy(ies) must include
Employer's Liability with minimum limits of $1,000,000.00
each accident. No employee, subcontractor or agent of the
Consultant shall be allowed to provide Services pursuant to this
Agreement who is not covered by Worker's Compensation
insurance.
c. Business Automobile Liability with minimum limits of
$1,000,000 per Occurrence, combined single limit for Bodily
Injury and Property Damage. Coverage must be afforded on a
form no more restrictive than the latest edition of the Business
Automobile Liability policy, without restrictive endorsements,
as filed by the Insurance Service Office, and must include
Owned, Hired, and Non-Owned Vehicles.
d. Professional Liability Insurance in an amount of not less than
One Million Dollars ($1,000,000.00) per occurrence, single
limit.
Certificate of Insurance. Certificates of Insurance shall be provided to the
Village, reflecting the Village as an Additional Insured (except with respect
to Professional Liability Insurance and Worker's Compensation Insurance),
no later than ten (10) days after award of this Agreement and prior to the
execution of this Agreement by Village and prior to commencing Services.
Each certificate shall include no less than (30) thirty-day advance written
notice to Village prior to cancellation, termination, or material alteration of
said policies or insurance. The Consultant shall be responsible for assuring
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9.3
9.4
9.5
9.6
that the insurance certificates required by this Section remain in full force
and effect for the duration of this Agreement, including any extensions or
renewals that may be granted by the Village. The Certificates of Insurance
shall not only name the types of policy(ies) provided, but also shall refer
specifically to this Agreement and shall state that such insurance is as
required by this Agreement. The Village reserves the right to inspect and
retum a certified copy of such policies, upon written request by the Village.
If a policy is due to expire prior to the completion of the Services, renewal
Certificates of Insurance shall be furnished thity (30) calendar days prior
to the date of their policy expiration. Each policy certificate shall be
endorsed with a provision that not less than thirty (30) calendar days'
written notice shall be provided to the Village before any policy or coverage
is cancelled or restricted. Acceptance of the Certificate(s) is subject to
approval of the Village.
Additional Insured. Except with respect to Professional Liability
Insurance and Worker's Compensation Insurance, the Village is to be
specifically included as an Additional Insured for the liability of the Village
resulting from Services performed by or on behalf of the Consultant in
performance of this Agreement. The Consultant's insurance, including that
applicable to the Village as an Additional Insured, shall apply on a primary
basis and any other insurance maintained by the Village shall be in excess
of and shall not contribute to the Consultant's insurance. The Consultant's
insurance shall contain a severability of interest provision providing that,
except with respect to the total limits of liability, the insurance shall apply
to each Insured or Additional Insured (for applicable policies) in the same
manner as if separate policies had been issued to each.
Loss Pavee. The Village is to be specifically named as a loss payee under
the Consultant's Professional Insurance policy so that the Village will be a
third party beneficiary entitled to receive all money payable under the
relevant policy for any claims, damages, or losses in connection with,
related to, or arising from Consultant's Services or performance pursuant to
this Agreement.
Deductibles. All deductibles or self-insured retentions must be declared
to and be reasonably approved by the Village. The Consultant shall be
responsible for the payment of any deductible or self-insured retentions in
the event of any claim.
The provisions of this section shall survive termination of this Agreement.
f0. Nondiscrimination.
10.1 During the term of this Agreement, Consultant shall not discriminate
against any of its employees or applicants for employment because of their
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race, color, religion, sex, or national origin, and to abide by all Federal and
State laws regarding nondiscrimination
11. Attorneys Fees and Waiver of Jury Trial.
1 1.1 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.
rt.2 IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS
AGREEMENT, EACH PARTY HEREBY KNOWINGLY,
IRREVOCABLY, VOLLINTARILY AND INTENTIONALLY WAIVES
ITS RIGHT TO TRIAL BY JURY.
12. Indemnifücation.
l2.l Consultant shall indemnify and hold harmless the Village, its officers,
agents and employees, from and against any and all demands, claims, losses,
suits, liabilities, causes of action, judgment or damages, arising from
Consultant's negligent acts, errors, or omissions arising out of the
performance or non-performance of any provision of this Agreement,
including, but not limited to, liabilities arising from contracts between the
Consultant and third parties made pursuant to this Agreement. Consultant
shall reimburse the Village for all its expenses including reasonable
attorneys' fees and costs incurred in and about the defense ofany such claim
or investigation and for any judgment or damages arising from Consultant's
negligent performance or non-performance of this Agreement.
12.2 The provisions of this section shall survive termination of this Agreement.
13. Notices/Authorized Representatives.
13.1 Any notices required by this Agreement shall be in writing and shall be
deemed to have been properly given if transmiued by hand-delivery, by
registered or certified mail with postage prepaid return receipt requested, or
by a private postal service, addressed to the parties (or their successors) at
the following addresses:
For the Village:Andrea Agha
Village Manager
Village of Key Biscayne
88 West Mclntyre Street
Key Biscayne, FL 33149
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With a copy to Chad Friedman, Esq.
Village Attomey
Weiss Serota Helfman Cole & Bierman, P.L.
2525 Ponce de Leon Blvd., Suite 700
Coral Gables, FL 33134
For the Consultant:The Conadino Group, Inc.
Attn: Joseph Corradino
4055 NW 97th Avenue
Miami, FL 33178
14. Governins Law and Venue
l4.I This Agreement shall be construed in accordance with and governed by the
laws of the State of Florida. Venue for any proceedings arising out of this
Agreement shall be proper exclusively in Miami-Dade County, Florida.
15. EntireAsreement/Modification/Amendment.
15.1 This writing contains the entire Agreement of the parties and supersedes
any prior oral or written representations. No representations were made or
relied upon by either party, other than those that are expressly set forth
herein.
15.2 No agent, employee, or other representative of either party is empowered to
modify or amend the terms of this Agreement, unless executed with the
same formality as this document.
15.3 Consultant represents that is an entity validly existing and in good standing
under the laws of Florida. The execution, delivery and performance of this
Agreement by Consultant have been duly authorized, and this Agreement is
binding on Consultant and enforceable against Consultant in accordance
with its terms. No consent of any other person or entity to such execution,
delivery and performance is required.
16. Ownership and Access to Records and Audits.
16.1 Consultant acknowledges that all inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports, compiled
information, and all similar or related information (whether patentable or
not) which relate to Services to the Village which are conceived, developed
or made by Consultant during the term of this Agreement ("Work Product")
belong to the Village. Consultant shall promptly disclose such Work
Product to the Village and perform all actions reasonably requested by the
Village (whether during or after the term of this Agreement) to establish
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and confirm such ownership (including, without limitation, assignments,
powers of attomey and other instruments).
16.2 Consultant agrees to keep and maintain public records in Consultant's
possession or control in connection with Consultant's performance under
this Agreement. Consultant additionally agrees to comply specifically with
the provisions of Section 119.070i, Florida Statutes. Consultant shall
ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as
authorized by law, for the duration of the Agreement, ffid following
completion of the Agreement until the records are transferred to the Village.
16.3 Upon request from the Village's custodian of public records, Consultant
shall provide the Village with a copy of the requested records or allow the
records to be inspected or copied within a reasonable time at a cost that does
not exceed the cost provided by Chapter 119, Florida Statutes, or as
otherwise provided by law.
16.4 Unless otherwise provided by law, any and all records, including but not
limited to reports, surveys, and other data and documents provided or
created in connection with this Agreement are and shall remain the property
of the Village.
16.5 Upon completion of this Agreement or in the event of termination by either
party, any and all public records relating to the Agreement in the possession
of the Consultant shall be delivered by the Consultant to the Village
Manager, at no cost to the Village, within seven (7) days. All such records
stored electronically by Consultant shall be delivered to the Village in a
format that is compatible with the Village's information technology
systems. Once the public records have been delivered upon completion or
termination of this Agreement, the Consultant shall destroy any and all
duplicate public records thaf are exempt or confidential and exempt from
public records disclosure requirements.
16.6 Any compensation due to Consultant shall be withheld until all records are
received as provided herein.
16.7 Consultant's failure or refusal to comply with the provisions of this section
shall result in the immediate termination of this Agreement by the Village.
Notice Pursuant to Section 119.0701(2Xa). Florida Statutes
IF THE COI\SULTANT HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER II9, FLORIDA
STATUTES, TO THE CONSULTANTOS DUTY TO
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PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT, CONTACT THE CUSTODIAI\ OF PUBLIC
RECORDS.
Custodian of Records:
Mailing address:
Telephone nunnber:
Email:
Jennifen Medina
88 West Mclntyre Street
Key Biscayne, FL 33149
30s-36s-ssCI6
i medina@keybiscayne.fl .sov
17. Nonassienabilitv.
l7.l This Agreement shall not be assignable by Consultant unless such
assignment is flrrst approved by the Village Manager. The Village is relying
upon the apparent qualif,rcations and expertise of the Consultant, and such
firm's familiarity with the Village's area, circumstances and desires.
18. Severabilitv
18. i If any term or provision of this Agreement shali to any extent be held invalid
or unenforceable, the remainder of this Agreement shall not be affected
thereby, and each remaining term and provision of this Agreement shall be
valid and be enforceable to the fullest extent permitted by law.
19. Independent Contractor
19.1 The Consultant and its empioyees, volunteers and agents shall be and
remain an independent contractor and not an agent or employee of the
Village 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, enterprise or venture between the parties.
2û" Compliance with Laws.
20.1 The Consultant shall comply with all applicable laws, ordinances, rules,
regulations, and lawful orders of public authorities in canying out Services
under this Agreement, and in particular shail obtain all required permits
from all jurisdictional agencies to perform the Services under this
Agreement at its own expense.
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21. Waiver.
2l.l 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.
22. Survival of Provisions.
22.1 Any terms or conditions of either this Agreement that require acts beyond
the date of the term of the Agreement, shall survive termination of the
Agreement, shall remain in full force and effect unless and until the terms
or conditions are completed and shall be fully enforceable by either party.
23, Prohibition of Contineency Fees.
23.1 The 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(s), company, corporation, individual or firm, other
than a bona fide employee working solely for the Consultant, any fee,
commission, percentage, gift, or any other consideration, contingent upon
or resulting from the award or making of this Agreement.
24. Public Entifv Crimes Affidavit.
24.1 Consultant shall comply with Section 287.133, Florida Statutes (Public
Entity Crimes Statute), notification of which is hereby incorporated herein
by reference, including execution of any required affrdavit.
25. Counterparts.
25.1 This Agreement may be executed in several counterparts, each of which
shall be deemed an original and such counterparts shall constitute one and
the same instrument.
fRemainder of page intentionally left blank. Signature pages follow.]
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
written below their signatures.
FOR THE CONSULTANT:
THE CORRADINO GROUP,INC.' a
Florida
Corradino
Title:
Date Executed:
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IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and date first above written.
F'OR THE VILLAGE
VILLAGE OF KEY BISCAYNE, a
Florida
By:
Andrea
Village Manager
Date Executed:
Attest:
By:
Village Clerk, CMC
Approved as to Form and Legal Sufficiency:
By:
V/eiss Serota Helfman Cole & Bierman, P.L.
Village Attomey
À
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EXHIBIT "A''
SCOPE OF SERVICES
Scope of Services are those contained in the Proposal dated ,2019, attached
hereto and incorporated herein by reference.
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