HomeMy Public PortalAbout2019-38 Awarding contracts to MT Causlely, Inc and C.A.P. Government Inc. for Building Inspection and Examination ServicesRESOLUTION NO. 2OI9-38
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNEO FLORIDA, AWARDING
CONTRACTS TO MT CAUSELY, INC. AND C.A.P.
GOVERNMENT, INC. FOR SUPPLEMENTAL BUILDING
INSPECTION AND EXAMINATION SERVICES;
PROVIDING FOR AUTHORIZATION; PROVIDING FOR
IMPLEMENTATION; AND PROVIDING FOR AN
EFFECTIVE DATE.
\ilHEREAS, on January 23, 2019, the Village of Key Biscayne ("Village") issued
Request for Proposals No. 2019-0I-23 ("RFP") for supplemental building inspection and
examination services ("Services"); and
WHEREAS, the Village received two proposals in response to the RFP; and
WHEREAS, after review and consideration of the proposals submitted in response to the
RFP, the Village Manager recommends awarding contracts for the Services to MT Causley, Inc.
("MT Causley") and C.A.P. Govemment, Inc. ("C.A.P. Government"), collectively referred to as
the "Contractors", as the lowest responsible and responsive bidders; and
WHEREAS, the Village Council desires to engage Contractors to perform the Services
and authorizes the Village Manager to execute agreements with the Contractors in substantially
the forms attached hereto as Exhibits "4" and "8" (the "Agreements"); and
\üHEREAS, the Village Council finds that this Resolution is in the best interest and
welfare of the residents of the Village.
NO\il, THERE,FORE, 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. Award of Contracts. That the Contractors are awarded contracts for the
Services pursuant to the RFP.
Section 3. Authorization. That the Village Manager is authorized to execute the
Agreements with the Contractors in substantially the forms attached hereto as Exhibits "A'o and
o'8" and execute any related or necessary documentation on behalf of the Village, subject to
approval by the Village Attorney as to form, content, and legal sufficiency.
Section 4. Implementation. That the Village Council hereby authorizes the Village
Manager to take any and all action which is reasonably necessary to implement the purpose of
this Resolution.
Section 5. Effective Date. That this Resolution shall be effective immediately upon
adoption.
PASSED and ADOPTED this 1lth day of June, 2019.
V/. DAVEY, MAYO
MEDINA,
CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
VILLAGE ATTORNEY
2
SERVICES AGREEMENT
BET\ryEEN
THE VILLAGE OF KEY BISCAYNE
AND
c.A.P. GOVERNMENT, INC.
THIS AGREEMENT (this "Agreement") is made effective as of the flOurof
-
T:¿LZ , 20lg (tire "Effèctive Date"), by and befween the VILLAGE OF KEY
ffiIDA,aFloridamunicipalcorporation,whoseprincipaladdressis88West
Mclntyre Street, Key Biscayne, Florida 33149 (hereinafter the "Village"), and C.A.P.
GOVERNMENT, INC., a Florida profit corporation, whose principal address is 343 Almeria
Avenue, Coral Gables, Florida 33134 (hereinafter, the "Contractor").
WHEREAS, on January 23,2019, the Village issued Request for Proposals No. 2019-01-
23 ("RFP") for supplemental building inspection and examination services (the "services"); and
WHEREAS, in response to the RFP, on March l, 2019, the Contractor submitted a
proposal ("Proposal"), which is incorporated and attached hereto as Exhibit "4," for the Services
and was thereaÍter awarded a contract; and
WHEREAS, the Contractor and Village have, through mutual agreement, agreed upon the
rate schedule as set forth in Exhibit "8" (the "Rate Schedule") in connection with the Services;
and
WHEREAS, the Village desires to engage the Contractor to perform the Services and
provide the deliverables as specified below.
NOW, THEREFORE, in consideration ofthe mutualcovenants and conditions contained
herein, the Contractor and the Village agree as follows:
1. Scope ofServices.
l.l. The Contractor shall furnish the Services, as requested by the Village and
detailed in a document, which the Village will provide the Contractor when
engaging the Contractor to work on a specific project ("statement of
Work").
1.2 Prior to commencement of work on a specific project, the Contractor will
provide the Village with a fixed lump sum cost for the Services set forth in
the Statement of Work calculated using the rates set forth in the Rate Schedule
attached hereto.
If the Village approves the fixed lump sum cost for the project, the Village
will provide the Contractor with a notice to perform the Services set forth in
the Statement of Work ("Notice to Proceed"). Contractor acknowledges that
1.3
Page I of13
it shall not undertake to perform any Services on any project until it has
received from the Village the Notice to Proceed on such project.
1.4 The Contractor shall furnish all reports, documents, information obtained
pursuant to this Agreement, and recommendations during the term of this
Agreement (hereinafter "Deliverables").
1.5 The Contractor shall abide by the terms and requirements of the RFP, as
though fully set forth herein.
2. Term/Commencement Date.
2.1 This Agreement shall remain in effect from the Effective Date and shall
remain in effect for thirty-six (36) months thereafter, unless earlier
terminated in accordance with Paragraph 8. Additionally, the Village
Manager may renew this Agreement for fwo (2) additional one (l) year
periods on the same terms as set fofth herein upon written notice to the
Contractor.
2.2 Contractor agrees that time is of the essence and Contractor shall complete
the Services within the timeframes set forth in the Statement of Work and
the Notice to Proceed for each project in the manner provided in this
Agreement, unless extended by the Village Manager.
3. Compensation and Payment.
3.1 Compensation for Seruices provided by Contractor shall be in accordance
with the approved fixed lump sum set forth in the Statement of Work or the
Notice to Proceed for each project, which shall be based on the Rate Schedule
affached hereto.
3.3 During each project, Contractor shall deliver an invoice to Village no more
often than once per month detailing Services completed and the amount due
to Contractor under the Statement of Work for such project. Fees shall be paid
in arrears each month, pursuant to Contractor's invoice, which shall be based
upon the percentage of work completed for each project. The Village shall
pay the Contractor in accordance with the Florida Prompt Payment Act after
approval and acceptance of the Services by the Village Manager.
4. Subcontractors.
4.1 The Contractor shall be responsible for all payments to any subcontractors
and shall maintain responsibility for all work related to the Services and/or
any project.
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4.2 Contractor may only utilize the services of a particular subcontractor 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.
5. Villaee's Responsibilities.
5.1 Village shall make available any maps, plans, existing studies, repofts, staff
and representatives, and other data pertinent to the Services and in
possession of the Village, and provide criteria requested by Contractor to
assist Contractor in performing the Services.
5.2 Upon Contractor's request, Village shall reasonably cooperate in arranging
access to public information that may be required for Contractor to perform
the Services.
6. Contractor's Resnonsibilities.
6.1 The Contractor shall exercise the same degree of care, skilland diligence in
the performance of the Services for each project as is ordinarily provided
by a Contractor 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 Contractor's Deliverables or Services
are incorrect, not properly rendered, defective, or fail to conform to Village
requests, the Contractor shall at Contractor's sole expense, immediately
correct its Deliverables or Services.
6.2 The Contractor 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.
7. Conflict of Interest.
7.1 To avoid any conflict of interest or any appearance thereof, Contractor 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 current, or foreseeable, adversarial issues in the Village. For the
purposes of this section "adversarial" shall mean any development
application where staff is recommending denial or denied an application, or
an administrative appeal or court action wherein the Village is a party.
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8. Termination.
8.1 The Village Manager, without cause, may terminate this Agreement upon
five (5) calendar days written notice to the Contractor, or immediately with
cause.
8.2 Upon receipt of the Village's written notice of termination, Contractor shall
immediately stop work on the project unless directed otherwise by the
Village Manager.
8.3 In the event of termination by the Village, the Contractor shall be paid for
all work accepted by the Village Manager up to the date of termination,
provided that the Contractor has first complied with the provisions of
Paragraph 8.4.
8.4 The Contractor shall transfer all 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 ( l4) days from
the date of the written notice of termination or the date of expiration of this
Agreement.
9. Insurance.
9.1 Contractor 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 or better 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,
employees, agents and volunteers naming the Village as additional insured.
Any insurance maintained by the Village shall be in excess of the
Contractor's insurance and shall not contribute to the Contractor'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 Contractor. The
General Aggregate Liability limit and the Products/Completed
Operations Liability Aggregate limit shall be in the amount of
$2,000,000 each.
Page 4 of 13
9.2
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
Contractor 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 Contractor shall be responsible for assuring
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
return 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 thirty (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
9.3
Page 5 of 13
specifically included as an Additional Insured for the liability of the Village
resulting from Services performed by or on behalf of the Contractor in
performance of this Agreement. The Contractor'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 shallnot contribute to the Contractor's insurance. The Contractor'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.
9.4 Loss Pavee. The Village is to be specifically named as a loss payee under
the Contractor's Professional Insurance policy so that the Village will be a
third parly 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 Contractor's Services or performance pursuant to
this Agreement.
9.5 Deductibles. All deductibles or self-insured retentions must be declared
to and be reasonably approved by the Village. The Contractor 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.9.6
10. Nondiscrimination.
10.I During the term of this Agreement, Contractor shall not discriminate against
any of its employees or applicants for employment because of their race,
color, religion, sex, or national origin, and to abide by all Federal and State
laws regarding nondiscrim ination
11.Attornevs l'ees and Waiver of Jurv Trial.
I l.l 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.
tl.2 IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS
AGREEME,NT, EACH PARTY HEREBY KNOWINGLY,
IRRE,VOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVES
ITS RIGHT TO TRIAL BY JURY.
Page 6 of 13
12. Indemnification.
l2.l Contractor shall indemniSr 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
Contractor'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
Contractor and third parties made pursuant to this Agreement. Contractor
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 Contractor'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.
l3.l Any notices required 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 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 Mclnfyre Street
Key Biscayne, FL 33149
With a copy to Chad Friedman, Esq.
Village Attorney
Weiss Serota Helfman Cole & Bierman, P.L
2525 Ponce de Leon Blvd., Suite 700
Coral Gables, FL 33134
For the Contractor: Carlos A. Penin. PE
President
C.A.P. Government- Inc.
343 Almeria Avenue
Coral Gables, FL 33134
14. Governing Law and Venue.
14.1 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.
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15. EntireAsreement/lVlodification/Amendment.
l5.l 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 parfy is empowered to
modiff or amend the terms of this Agreement, unless executed with the
same formality as this document.
15.3 Contractor 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 Contractor have been duly authorized, and this Agreement is
binding on Contractor and enforceable against Contractor in accordance
with its terms. No consent of any other person or entity to such execution,
delivery and performance is required.
16.Ownershin and A to Records and Audits.
l6.l Contractor 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 Contractor during the term of this Agreement ("Work Product")
belong to the Village. Contractor 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
and confirm such ownership (including, without limitation, assignments,
powers of attorney and other instruments).
16.2 Contractor agrees to keep and maintain public records in Contractor's
possession or control in connection with Contractor's performance under
this Agreement. Contractor additionally agrees to comply specifically with
the provisions of Section I19.0701, Florida Statutes. Contractor 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, and 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, Contractor
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 I 19, Florida Statutes, or as
otherwise provided by law.
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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
pafi, any and all public records relating to the Agreement in the possession
of the Contractor shall be delivered by the Contractor to the Village
Manager, at no cost to the Village, within seven (7) days. All such records
stored electronically by Contractor 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 Contractor shall destroy any and all
duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements.
16.6 Any compensation due to Contractor shall be withheld until all records are
received as provided herein.
16.7 Contractor'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 I 9.07 0l(2lla). Florida Statutes
IF THE CONTRACTOR HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER ttg, FLORIDA
STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT, CONTACT THE VILLAGE'S CUSTODIAN
OF PUBLIC RECORDS.
Custodian of Records: Jennifer Medina
Mailing address: 88 West Mclntyre Street
Key Biscayne, FL 33149
Telephone number: 305-365-5506
Email: imedina@kevbiscavne.fl.eov
17. Nonassienabilitv.
l7.l This Agreement shall not be assignable by Contractor unless such
assignment is first approved by the Village Manager. The Village is relying
upon the apparent qualifications and expertise of the Contractor, and
Contractor's familiarity with the Village's area, circumstances and desires.
Page 9 of 13
18. Severabilitv.
18.I If any term or provision ofthis Agreement shallto 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.
l9.l The Contractor and its employees, 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 ofjoint
undertaking, enterprise or venture between the parties.
20. Compliance with Laws.
20.1 The Contractor shall comply with all applicable laws, ordinances, rules,
regulations, and lawful orders of public authorities in carrying out Services
under this Agreement, and in particular shall obtain all required permits
from all jurisdictional agencies to perform the Services under this
Agreement at its own expense.
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 Contingencv Fees.
23.1 The Contractor warrants that it has not employed or retained any company
or person, other than a bona fide employee working solely for the
Contractor, 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 Contractor, any fee,
Page 10 of13
commission, percentage, gift, or any other consideration, contingent upon
or resulting from the award or making of this Agreement.
24. Public Entitv Crimes Affidavit.
24.1 Contractor 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 affìdavit.
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.
[Remainder of page intentionally left blank. Signature pages follow.]
Page 11 of13
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
written below their signatures.
FOR THE CONTRACTOR:
C.,À.P. Governmen , a Florida profit
/
By:
Name: Carlos A.
Title: President
Date Executed: 05130/2019
Page 12 of13
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and date first above written.
FOR THE VILLAGE:
VILLAGE OF KEY BISCAYNE, a
Florida municipal corporation
Andrea
Village Manager
Date
Attest:
By:
fer
Village Clerk, CMC
Approved as to Form and Legal Sufficiency:
'ì
By
Weiss Serota Helfman Cole & Bierman, P.L.
Village Attorney
By:
Page 13 of13
EXHIBIT "A'
SCOPB OF SE,RVICES
The Scope of Services are those contained in Contractor's Proposal dated March l,2019,attached
hereto and incorporated herein by reference.
EXHIBIT "B"
RATE SCHEDULE
The Rate Schedule for Services to be performed pursuant to this Agreement are as follows:
Position Hourly Rate
Buildinq Official $120.00
Plans Examiner (Buildino, Electrical, Mechanical, and Plumbino)$110.00
Plans Examiner (Structural)$120.00
Plans Examiner (Zonino)$110.00
Plans Examiner (Landscapinq)$110.00
lnspector (Buildinq, Roofinq, Electrical, Mechanical, and Plumbinq)$85.00
lnspector (Zoning)$80.00
I nspector (Landscaoino)$80.00
Code Enforcement Officer $85.00
Public Works Plans Examiner $120.00
Public Works lnspector $85.00
Fire Plans Examiner $110.00
Fire lnspector $85.00
Permit Clerk $50.00