HomeMy Public PortalAbout2016-16 Selecting Calvin, Giordano and Associates, The Corradino Group and EAC Consulting for continuing professional servicesRESOI,UTION NO. 20'1.6.1,6
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORTDA, SELECTING
CALVIN, GIORDANO & ASSOCIATES, INC., THE
CORRADINO GROUP, AND EAC CONSULTING, rNC. FOR
CONTINUING PROFESSIONAL SERVICES; PROVIDING
FOR AUTHORIZATION; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Village of Key Biscayne ("Village") issued Request for Qualifications No.
2016-02-09 for continuing professional services relating to general civil engineering, transportation
planning and engineering, environmental engineering, and landscape architecture (the "Services");
and
WHEREASoon April 26,2016, the Village Council heard oral presentations from the short
listed firms and ranked Calvin, Giordano & Associates, Inc., the Corradino Group, and EAC
Consulting, Inc. (the'oConsultants") as the most qualified firms for the Services; and
\ryHEREAS, the Consultants have proposed the hourly rates that they will charge for the
Services as provided in Exhibit "A" to this Resolution (the o'Proposals"); and
WHEREAS, the Village Council desires to enter into agreements with the Consultants for
the Services consistent with the Proposals; and
WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare
of the residents of the Village.
NO\M, THEREFOREO BE IT RESOLVED BY THE COUNCIL OF THE VILLAGE
oF KEY BTSCAYNE, FLORTDA, AS FOLLO\ilS:
Section 1. Recitals Adopted. That each of the recitals stated above is hereby adopted
and confirmed.
Section 2. Selection Approved. The Village Council hereby selects the Consultants for
the Services.
Section 3. Village Manager Authorized. The Village Manager is hereby authorized
to execute agreements with the Consultants consistent with the Proposals, subject to final approval
as to form, content, and legal sufficiency by the Village Attorney.
Section 4. Effective Date. That this Resolution shall be effective immediately upon
adoption hereof.
PASSED AND ADOPTED this 24th day of May ,2016.
ln
PEÑA LIND
H. ALVAREZ,MMC, VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
VILLAGE ATTORNEY
A
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Exhibít ooA"
PROFESS¡ONAL SERVICES COM PARISON : HOU RLY RATES
CALVIN GIORDANO CORRADINO EAC
Principal s21s.oo 5224.37 s202.00
Proiect Manager Sus.oo 52L0.s7 s1s0.00 - s19s.00
General Engineering s130.00 - srzs.oo Srgo.Es - Srso.+s Sros.oo -Sres.oo
Surveying s130.00 - srzs.oo srr+.oo - 5139.s9 sgo.oo - sL2s.oo
Construction Management sgo.oo - s17s.00 s78.00 - s216.00 sgo.oo - srzs.oo
Geotechnical Engineering s12s.00 - s1s0.00 s0z.oo - srgs.oo seo.oo - srzs.oo
La ndsca pe Arch itectu re S12o.oo - S16s.oo sso.oo - s17s.00 Sloo.oo -Srzs.oo
Environmental Slos.oo - Sr2s.oo S11o.oo - Sus.oo Sloo.oo - Slso.oo
Coastal Engineering Srgo.oo - S2so.oo ses.oo - s200.00 Sros.oo- S16s.oo
Transportation Planning/Engineering s130.00 - srzs.oo 58Z.tt - Srso.¿s Slos.oo- S16s.oo
Traffic Data Collection and Traffic
Engineeríng sL2s.oo - s176.ss Srrg.or sloo.oo - slso.oo
lf additionol services ore required, the Village will negotiote the fees with the Consultont
CONTINUING PROFESSIONAL SERVICES AGREEMENT
AG
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
CALVIN' GIORDANO & ASSOCTATES' INC.
REEMENT (this "Agreement") is made effective as ot *rØduv of
2016 (the "Effective Date"), by and between the VILLA GE OF KEY
BIS FLORIDA, a Florida municiPal corporation, whose principal address is 88 West
Street, Key BiscaYne, Florida 331 49 (hereinafter the "Village"), and CALVIN,
GIORDANO & ASSOCIATES, INC., a Florida corporation, whose principal address is 1800
Eller Drive, Suite 600, Fort Lauderdale, Florida 33316 (hereinafter the "Consultant").
WHEREAS, in response to the Village's Request for Qualifications (RFQ) No. 2016-
12-¡g,Contractor submitted a proposal for the Services (as hereinafter defined);
WHEREAS, the Consultant will perform general civil engineering, transportation
planning and engineering, environmental engineering and landscape architecture services for
i¡. Viñug., u, furth"r ã'escribed on Exhibit "4" attached hereto, on an as-requested, per-
project basis (the "services"); and
\ilHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a
rate schedule set forth Exhibit "B" (the "Rate Schedule") in connection with 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 aglee as follows:
Scone of Services.
1.1. The Consultant shall furnish such the Services and provide deliverables
for various projects for the Village (each a "Ptoject") as requested by the
Village uttd d"tuil.d in a "statement of Work" which the Village will
prouù. the Consultant when engaging the Consultant to work on a
specific Project.
1.2. prior to commencement of work on a Project, the Consultant will provide
the City with fixed lump sum cost for the Services set forth in the Statement
of Work calculated using the rates set forth on the Rate Schedule.
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2.
1.3. If the village approves the fixed lump sum cost for the Project, the village
will provide tne ðottsuttant with a Noiice to Proceed to perform the Services
set fôrth in the Statement of Work. Consultant acknowledges that 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'
Term/Commencement Date.
2.I This Agreement shall become effective upon the Effective Date and shall
remain in effect for thirty six (36) months thereafter, unless earlier
terminated in accordance with Paragraph 8. Additionally, this Agreement
shall automatically renew for two ãdditional one (l) year periods on the
same terms as set forth herein unless either party provides the other party
with written notification, at least ninety (90) days prior to the expiration of
the then current term, that such party elects not to renew this Agreement'
2.2 Consultant agrees that time is of the essence and Consultant shall
complete the
-services within the timeframes set forth in the Statement of
Worl and the Notice to Proceed for each Project in the manner provided
in this Agreement, unless extended by the Village Manager'
3. ComPensation and Pavment'
3.1 Compensation for Services provided by Consultant shall be in accordance
with the approved fixed lump sum set forth in the Statement of Work or the
Notice to Proceed for such Project'
3.2 During each Project, consultant shall deliver an invoice to village no more
often than orrr" p., month detailing the services completed and t\e amgunt
due to Consultant under the Statement of Work for such Project. Fee,s shall
be paid in arrears each month, pursuant to Consultant's invoice, which shall
be based upon the percentage of work completed for each Project' The
Village shaìl pay the Consultant in accordance with the Florida Prompt
Payment ect åtlr approval and acceptance of the Services by the Village
Manager.
Subconsultants.
4.1 The Consultant shall be responsible for all payments to any subconsultants
and shall maintain responsibility for all work related to each Project'
4.2 consultant may only utilize the services of a particular subconsultant with
the prior written approval of the village Manager,which approval may be
granted or withheld in Village Manager's reasonable discretion'
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5. Villase's ResPonsibilities
8. Termination.
8.1
5.1 Village shall make available any maps' plans existing studies, reports and
other data pertinent to the Project and in possession of the Village'
5.2 Upon Consultant's request, village sha.ll reasonably cooperate in
arranging for access to any real property as required for consultant to
perform the Services.
Consultant's ResPonsibilities
6.I The Consultant shall exercise the sarre degree of care, skill and diligence
in the performance of the Services for each Project as is ordinarily
provided by a consultant under similar circumstances. If at any time
duringthetermofthisAgreementorwithintwo(2)yearsfromthe
completion of this Agreement, it is determined that the consultant's
deliverables or servic., ur. incorrect, not properly rendered, defective, or
fail to conform to the Services for each Project, upon written notification
from the Viiiug" Manager, the Consultant shall at Consultant's sole
expense, immediately correct its deliverables or Services'
6.2 The consultant hereby warrants and represents that at all times during the
term of this Agreemänt it shall maintain in good standing all required
licenses, certificãtions 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'
Conflict of Interest.
7.1 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 adversarial issues in the Village' For the
purposes of itris 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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Either party,without cause, may terminate this Agreement upon thirty.(3O)
calendår dáys written notice to ihe other party. The Village may terminate
this Agreement immediately with cause'
Upon receipt of written notice of termination from the Village, Consultant
srrãu imme¿iately stop work on the Project unless directed otherwise by
the Village Manager.
8.2
aJ
8.3 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
còmp[ed with the provisions of Paragraph 8'4'
The consultant 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 "opy
und electronic format within seven (7) days from
the d;; of the writtËn notice of termination or the date of expiration of
this Agreement.
8.4
9 Insurance.
9.1 Consultant shall secure and maintain throughout the duration of this
Agreement insurance of such types and in such amounts not less than
thãse specified below as satisfactory to Village, laming 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 ihutt U" primary insurance with respect to the Village, its
officials, employeei, agents and volunteers naming the villagg as
additional i"s"r"ã. Any ìnsurance maintained by the Village shall be in
excess of the Consuliant'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 9 and may be increased by
the Village as it deems necessary or prudent'
g.2 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 Ou^àg".This Liability Insurance shall also include Completed
Operatiôns and proi'uct Liability coverages and eliminate the exclusion with
respect to property under the care, custody and control of consultant. The
General Aggràgate Liability limit and the Products/Completed Operations
Liability ngãr"gat" limit shall be in the amount of $2,000,000 each.
g.3 Workers Compensation and Employer's Liability insurance, to apply for
all employ"", fo, statutory limits as required by applicable state and
Federal laws. The policy(ies) must include Employer's Liability with
minimum limits óf $i,0O0,0OO.OO 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.
g.4 Business Automobile Liability with minimum limits of $1,000,000 per
occurrence, combined single limit for Bodily Injury and Property
Damage. óo,r"rug. must be afforded on a form no more restrictive than
the latest edition-of the Business Automobile Liability policy, without
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9.5
9.6
9.7
restrictive endorsements, as filed by the Insurance Service Office, and
must include Owned, Hired, and Non-Owned Vehicles'
Professional Liability Insurance in an amount of not less than One Million
Dollars ($1,000,000.00) per occurrence, single limit.
Certifîcate of Insurance. Certificates of Insurance shall be provided to
@ Village as an Additional Insured (except with
respect tı Professional Liability Insurance and 'Worker's Compensation
Inùrance), 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 on any Project. Each certificate shall include no
less than 1:O; tnfty-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 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 tñe types of policy(ies) provided, but also shall refer
specifically io this Agreement and shall state that such insurance is as
rèquired by this Agreetnent. The Village reserves the right to inspect and
return a iertified copy of such policies, upon written request by the
Village. If a policy is due to expire prior to the completion of the
Serviães, renewal Certificates of Insurance shall be furnished thirty (30)
calendar days prior to the date of their policy expiration. Each policy
certificate siratlbe 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
I""r*""" ""d V/"iket't Compensation Insurance' the Village is to be
specifically included as an Additional Insured for the liability of the
úittug" résulting from Services performed by or on behalf of the
Consultant in performance of this Agreement. The Consultant's
insurance, incluàing that applicable to the Village as an Additional
Insured, shall apply ãn 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.
Deductibles. All deductibles or self-insured retentions must be declared
iıãt¿ U"-U" t"asonably approved by the Village. The Consultant shall be
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9.8
10.
responsible for the payment of any deductible or self-insured retentions in
the event of any claim.
g.g The provisions of this section shall survive termination of this Agreement.
Nondiscrimination.
10.1 During the term of this Agreement, Consultant shall not discriminate
against any of its employees or applicants for employment because oftheir
rãce, color, religion, sex, or national origin, and to abide by all Federal and
State laws regarding nondiscrimination
11.Attornevs X'ees and Waiver of Trial.
1 1.1 In the event of any litigation arising out of this Agreement, the prevailing
party shall be entitled to recover its attomeys' fees and costs, including the
lees 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.
ll.2 In the event of any litigation arising out of this Agreement, each party
hereby knowingly, irrevocably, voluntarily and intentionally waives its
right to trial by jury.
12.Indemnifïcation.
l2.l Consultant shall indemniff and hold harmless the Village, its offltcers,
agents and employees, from and against any and all demands, claims,
losses, suits, liabilities, causes of action, judgment or damages, arising
from Consultant's performance or non-performance of any provision of
this Agreement, including, but not limited to, liabilities arising from
contracis 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 incuned in and about the
defense of any such claim or investigation and for any judgment or
damages arising from Consultant's performance or non-performance of
this Agreement.
12.2 The provisions of this section shall survive termination of this Agreement.
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 transmitted by hand-delivery, by
registered or certified mail with postage prepaid return receipt requested,
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or by a private postal service, addressed to the parties (or their successors)
at the following addresses:
For the Village:John C. Gilbert
Village Manager
Village of Key Biscayne
88 West Mclntyre Street
Key Biscayne, FL 33149
With a copy to: Stephen J. Helfman, Esq.
Village Attorney
W'eiss Serota Helfinan PastoizaCole & Boniske, P.L
2525 Ponce de Leon Blvd., Suite 700
Coral Gables, Florida 33134
For The Consultant, S'h .. f I cr¿ (i ¡c hnqr
C uÑinlcioi¿udo & Asio ciates, Inc.
1800 Eller Drive, Suite 600
Fort Lauderdale, Florida 33316
14. Governins Law
l4.I This Agreement shall be construed in accordance with and governed by
the laws of the State of Florida. Venue for any litigation arising out of this
Agreement shall be proper exclusively in Miami-Dade County, Florida.
15. Entire Asreement/Nlodiflication/Amendment.
15.1 This writing contains the entire Agreement of the parties and supercedes
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.
I5.2 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 atrthorized,
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'
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16 Ownership and Access to Records and Audits.
16.1 Consultant acknowledges that all inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports 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 and
confirm such ownership (including, without limitation, assignments,
powers of attorney 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
ihis Agreement. Consultant additionally agrees to comply specifically
with the provisions of Section 119.0701, 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.
16.4 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 1 19, Florida Statutes, or as
otherwise provided by law.
16.5 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.
16.6 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
Vithge 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 that are exempt or confidential and
exempt from public records disclosure requirements.
16.7 Any compensation due to Consultant shall be withheld until all records are
received as provided herein.
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16.8 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.
Section 11.9.0701(2Xa). Florida Statutes
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119N FLORIDA STATUTES' TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS.
Custodian of Records:
Mailing address:
Telephone number:
Email:
Conchita H. Alvarez, MMC
Village Clerk
88 V/. Mclntyre St.
Key Biscayne, FL 33149
305 365 s506
calvarez@keybiscavne.fl . gov
17.
18.
19.
Nonassignabilitv.
I7.l This Agreement shall not be assignable by Consultant unless such
assignmãnt is first approved by the Village Manager. The Village is
relying upon the apparent qualifications and expertise of the Consultant,
and suctr frrm's familiarity with the Village's area, citcumstances and
desires.
Severabilitv.
18.1 If any term or provision of this Agreement shall to any extent be held
invalid o, urrettiotceable, 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 permiued
by law.
Indenendent Contractor.
19.1 The Consultant 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 tãrms 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.
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20 Comnliance with Laws.
20.1 The Consultant shall comply with all applicable laws, ordinances' rules,
regulations, ffid 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.
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.
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.
Prohibition of Contineencv 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.
Pubtic Entitv 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 affidavit.
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]
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23.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
written below their signatures.
CONSULTANT:
CALVIN, GIORDANO & ASSOCIATES'
INC., a Florida corporation
By:
Title:
DateExecuted: 5-Jl-/b
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IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and date first above written.
VILLAGE
VILLAGE OF KEY BISCAYIT{E' a
Florida municipal corPoration
L
By
C Manager
A
C Alvarez, Village C
Approved as to Form and Legal Sufficiency:
Village Attomey
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The Consultants can expect to provide services including, but not limited to the tasks identified
below:
1. General Civil Ensineerins:
Roadway, streetscape, sidewalks, public works inspections, parking lots, parking spaces and
intersection design, capital improvèment plan, feasibility and engineering studies, stormwater
facility, design uid.unug"*"irt, specificaìions preparation, cost estimating; canal maintenance
and dãsign, ãngineering ãonstructiãn management and inspections, geotechnical services, and
other miscellaneous professional services that the Village may desire'
2. Transportation Planning and Engineering Services:
Transportation planning and traffic engineering, traffic-impact and safety studies, parking
studiei; neighborhood traffic managãment; multi-modal traffic planning and design,
Roadways/Transportation planning ""d design, bicycle and pedestrian paths design and
integrated mobiliìy optionsitrafhc ıalming; collection of traffrc counts and reports; signal timing
anaþsis and warrant rt r¿i.r; signs and pavement markings and other miscellaneous professional
services that the Village may desire.
EXHIBIT "A'
DESCRIPTION OF SERVICES
3. EnvironmentalEngineering:
Coastal engineering, construction, regulatory permitting, marine environmental, ecosystem
restoration,legional sand management, and other miscellaneous professional services that the
Village may desire.
4. LandscapeArchitecture:
Landscape, hardscape, and irrigation design; park facility master planning; park and recreational
facilities design, biòycle and pidestrian path design; integration of parks, landscaped and open
spaces and reðreational facilities with the Village's residential and commercial districts and other
miscellaneous professional services that the Village may desire.
EXHIBIT "B'
RATE SCHEDULE
Hourly Rates
$21s.00Principal
$17s.00Project Manager
$r30.00-$175.00General Engineering
$130.00-$17s.00Surveying
s90.00-$17s.00Construction Management
$12s.00-$1s0.00Geotechnical Engineering
$120.00-$165.00Landscape Architecture
$10s.00-$12s.00Environmental Engineering
$130.00-$250.00Coastal Engineering
$130.00-$17s.00Traffic Planning/Engineering
$12s.00-$176.ssTraffic Data Collection and
Traffic
If additional servíces are requíred, the V¡ttoge wìll negotiatefees wìth the Consultsnt
CONTINUING PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AÌ\D
THE CORRADINO GROUP, INC.
AGREEMENT (this "Agreement") is made effective as of
2016 (the "Effective Date"), by and between the VILLAGE OF KEY
BIS FLORIDA' a Florida municipal corporation, whose principal address is 88 West
Mclntyre Street, Key Biscayne, Florida 33149 (hereinafter the "Village"), and THE
CORRADINO GROUP' INC., a Florida corporation, whose principal address is 4055 NW 97th
Avenue, Miami, Florida 33178 (hereinafter the "Consultant").
WHEREAS, in response to the Village's Request for Qualifications (RFQ) No. 2016-
02-09, Contractor submitted a proposal for the Services (as hereinafter defined);
\ryHEREAS, the Consultant will perform general civil engineering, transportation
planning and engineering, environmental engineering and landscape architecture services for
the Village, as further described on Exhibit "A" atfached hereto, on an as-requested, per-
project basis (the "Services"); and
WHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a
rate schedule set forth Exhibit "B" (the "Rate Schedule") in connection with the Services; and
\ryHEREAS, the Village desires to engage the Consultant to perform the Services and
provide the deliverables as specified below.
NO\il, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the Consultant and the Village agree as follows:
1. Scope ofServices.
1.1. The Consultant shall furnish such the Services and provide deliverables
for various projects for the Village (each a "Prdect") as requested by the
Village and detailed in a 'oStatement of Work" which the Village will
provide the Consultant when engaging the Consultant to work on a
specific Project.
1.2. Prior to coÍrmencement of work on a Project, the Consultant will provide
the City with fixed lump sum cost for the Services set forth in the Statement
of Work calculated using the rates set forth on the Rate Schedule.
n"Ø aay of
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1.3.If the Village approves the fixed lump sum cost for the Project, the Village
will provide the Consultant with a Notice to Proceed to perform the Services
set forth in the Statement of Work. Consultant acknowledges that 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.
2. Term/Commencement Date.
2.1 This Agreement shall become effective upon the Effective Date and shall
remain in effect for thirty-six (36) months thereafter, unless earlier
terminated in accordance with Paragraph 8. Additionall¡ this Agreønent
shall automatically renew for two additional one (1) year periods on the
same terms as set forth herein unless either party provides the other party
with written notification, at least ninety (90) days prior to the expiration of
the then current term, that such party elects not to renew this Agreement.
2.2 Consultant agrees that time is of the essence and Consultant 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 Pavment.
3.1 Compensation for Services provided by Consultant shall be in accordance
with the approved fixed lump sum set forth in the Statement of Work or the
Notice to Proceed for such Project.
During each Pdect, Consultant shall deliver an invoice to Village no more
often than once per month detailing the Services completed and the amount
due to Consultant under the Statement of Work for such Project. Fees shall
be paid in arears each month, pursuant to Consultant's invoice, which shall
be based upon the percentage of work completed for each Project. 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.
3.2
4. Subconsultants.
4.r
4.2
The Consultant shall be responsible for all payments to any subconsultants
and shall maintain responsibility for all work related to each Project.
Consultant may only ulilize the services of a particular subconsultant with
the prior written approval of the Village Manager, which approval may be
granted or withheld in Village Manager's reasonable discretion.
2
5. Village's Responsibilities
5.1 Village shall make available any maps, plans, existing studies, reports and
other data pertinent to the Project and in possession of the Village.
5.2 Upon Consultant's request, Village shall reasonably cooperate in
arranging for access to any real property as required for Consultant to
perform the Services.
6. Consultant's Resnonsibilities
6.1 The Consultant shall exercise the same degree of care, skill and diligence
in the performance of the Services for each Project 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, not properly rendered, defective, or
fail to conform to the Services for each Project, upon written notification
from the Village Manager, the Consultant shall at Consultant's sole
expense, immediately correct its deliverables or Services.
6.2 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.
7 . Conflict of Interest.
7.1 To avoid any conflict of interest or any appearance thereot Consultant
shall not, for the term of this Agreement, provide any consulting services
to any private sector entities (developers, corporations, rcal estate
investors, etc.), with any 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.
8. Termination.
8.1 Either party, without cause, may terminate this Agreement upon thirty (30)
calendar days' written notice to the other party. The Village may
terminate this Agreement immediately with cause.
Upon receipt of written notice of termination from the Village, Consultant
shall immediately stop work on the Project unless directed otherwise by
the Village Manager.
8.2
8.3
8.4
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 Paragraph 8.4.
The Consultant 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 seven (7) days from
the date of the written notice of termination or the date of expiration of
this Agreement.
9. fnsurance.
9.1 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 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 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 9 and may be increased by
the Village as it deems necessary or prudent.
9.2 Commercial General Liability coverage with limits of liability of not less
than a $1,000,000 per Occurrence combined single limit for Bodily Iryury
and Property Damage. This Liability lnsurance 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.
9.3 W'orkers 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.
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
4
9.4
restrictive endorsements, as filed by the Insurance Service Office, and
must include Owned, Hired, and Non-Owned Vehicles.
9.5 Professional Liability Insurance in an amount of not less than One Million
Dollars ($1,000,000.00) per occuffence, single limit.
9.6 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 W'orker'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 on any Project. 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 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 fumished 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.
9.7 Additionallnsured.Except with respect to Professional Liability
Insurance and V/orker'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 Agreunent. 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 liabilit¡ 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.
Deductibles. All deductibles or self-insured retentions must be declared
to and be reasonably approved by the Village. The Consultant shall be
5
9.8
9.9
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.
10. Nondiscrimination.
10.1 During the term of this Agreement, Consultant shall not discriminate
against any of its ernployees or applicants for employment because of their
race, color, religion, sex, or national origin, and to abide by all Federal and
State laws regarding nondiscrimination
11. Attornevs Fees and \Maiver of Jury Trial.
I 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.
ll.2 In the event of any litigation arising out of this Agreement, each party
hereby knowingly, irrevocably, voluntarily and intentionally waives its
right to trial by jury.
12. Indemnification.
12.1 Consultant shall indemnifu 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 performance or non-performance of any provision of
this Agreønent, 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 of any such claim or investigation and for any judgment or
damages arising from Consultant's performance or non-performance of
this Agreement.
I2.2 The provisions of this section shall survive termination of this Agreement.
13. Notices/AuthorizedRepresentatives.
13.1 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,
6
or by a private postal service, addressed to the parties (or their successors)
at the following addresses:
For the Village:John C. Gilbert
Village Manager
Village of Key Biscayne
88 West Mclntyre Street
Key Biscayne,FL33149
With a copy to:Stephen J. Helfman, Esq.
Village Attorney
Weiss Serota Helfrnan Pastoriza Cole & Boniske, P.L.
2525 Ponce de León Blvd., Suite 700
Coral Gables, Florida 33134
For The Consultant:
Group, Inc.
4055 NW 97ú Avenue
Miami, Florida 33178
14. Governing Law.
l4.l This Agreement shall be construed in accordance with and governed by
the laws of the State of Florida. Venue for any litigation arising out of this
Agreement shall be proper exclusively in Miami-Dade County, Florida.
15. Entire Asreement/Modification/Amendment.
15.1 This writing contains the entire Agreement of the parties and supercedes
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 ønpowered
to modiff 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 authonzed,
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.
}tx,
7
16. Ownership and Access to Records and Audits.
16.l Consultant acknowledges that all inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports 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 and
confirm such ownership (including, without limitation, assignments,
powers of attorney 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 119.0701, 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, md following
completion of the Agreement until the records are transferred to the
Village.
16.4 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 leasonable time at a cost that
does not exceed the cost provided by Chapter 119, Florida Statutes, or as
otherwise provided by law.
16.5 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 rernain the
property of the Village.
16.6 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 that are exempt or confidential and
exempt from public records disclosure requirønents.
16.7 Any compensation due to Consultant shall be withheld until all records are
received as provided herein.
8
16.8 Consultant's failure or refusal to comply with the provisions of thrs
section shall result in the immediate termination of this Agreement by the
Village.
Section 119.070L(2Xa). Florida Statutes
IF TIIE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CTTAPTER 119, FLORTDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS.
Custodian of Records:
ill¿iling address:
Telephone number:
Email:
Conchita H. Alvarez, MMC
Village Clerk
88 W. Mclntyre St.
Key Biscayne,FL33149
305 36s 5s06
calvarez@ke]tbiscayne. fl . eov
17. Nonassisnabilitv.
l7.l This Agreement shall not be assignable by Consultant unless such
assignment is first approved by the Village Manager. The Village is
relying upon the apparent qualifications and expertise of the Consultant,
and such firm's familiarity with the Village's area, circumstances and
desires.
18. Severabilitv.
18.1 If any term or provision of this Agreement shall to any extent be held
invalid or unenforceable, the remainder of this Agreement shall not be
af[ected thereby, and each rernaining term and provision of this
Agreement shall be valid and be enforceable to the fullest extent permitted
by law.
19. IndependentContractor.
l9.l The Consultant and its employees, volunteers and agents shall be and
remain an indepørdent 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.
9
20. Compliance with Laws.
20.1 The Consultant shall comply with all applicable laws, ordinances, rules,
regulations, ffid 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 Agreernent 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 Contineencv Fees.
23.1 The Consultant warrants that it has not ernployed 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, grft, or any other consideration, contingent
upon or resulting from the award or making of this Agreønent.
24. Public Entitv 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 affidavit.
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]
10
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
written below their signatures.
CONST]LTANT:
TIIE CORRADINO GROUP, TNC., a
Florida corporation
Name:
Title:
ì \^-J
t^B
Date Executed:ç/et//*f 'l
11
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and date first above written.
VILLAGE:
VILLAGE OF KEY BISCAYNE, A
Florida municipal corporation
C. GiI Manager
.Ãtv ar ez, Vill age Cl erk,
Approved as to Form and Legal Sufficiency:
Village Attorney
12
EXIIIBIT TA''
DESCRIPTION OF SERVICES
The Consultants can expect to provide services including, but not limited to the tasks identified
below:
1. General Civil Eneineerins:
Roadway, streetscape, sidewalks, public works inspections, parking lots, parking spaces and
intersection design, capital improvernent plan, feasibility and engineering studies, stormwater
facility, design and management, specifications preparation, cost estimating; canal maintenance
and design, engineering construction management and inspections, geotechnical services, md
other miscellaneous professional services that the Village may desire.
2. Transportation Plannins and Ensineerins ServÍces:
Transportation planning and traffic engineering, traffic-impact and safety studies, parking
studies; neighborhood traffic management; multi-modal traffic planning and design,
Roadways/Transportation planning and design, bicycle and pedestrian paths design and
integrated mobility options; traffic calming; collection of traffic counts and reports; signal timing
analysis and warrant studies; signs and pavement markings and other miscellaneous professional
services that the Village may desire.
3. EnvÍronmental Engineering:
Coastal engineering, construction, regulatory permitting, marine environmental, ecosystem
restoration, regional sand management, and other miscellaneous professional services that the
Village may desire.
4. Landscape Architecture:
Landscape, hardscape, and irrigation design; park facility master planning; park and recreational
facilities design, bicycle and pedestrian path design; integration of parks, landscaped and open
spaces and recreational facilities with the Village's residential and commercial districts and other
miscellaneous professional services that the Village may desire.
EXHIBIT "B'
RATE SCIIEDULE
I{ourþ Rates
Principal s224.37
Project Manager $210.57
General Engineering $130.3s-$1s6.4s
Surveying $r14.00-$139.s9
Construction Management $78.00-$216.00
Geotechnical Engineering $62.00-$18s.00
Landscape Architecture $s0.00-$r7s.00
Environmental Engineering $110.00-$17s.00
Coastal Engineering $85.00-$200.00
Traffi c Planning/Engineering s82.77-srs6.4s
Traffic Data Collection and
Traffic Engineering $r 19.01
If øddítionøl servíces øre requíred, the Víllage wíll negotiaîe fees wìth the Consaltønt
CONTINUING PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
EAC CONSULTINGO INC'
AGREEMENT (this "Agreement") is made effective as of
2016 (the "Effective Date"), by and between the VILLAGE OF KEY
FLORIDA, a Florida municipal corporation, whose principal address is 88 V/est
Mclntyre Street, Key Biscayne, Florida 33149 (hereinafter the "Village"), and EAC
CONSULTING, INC., a Florida corporation, whose principal address is 815 N.W. 57 Avenue,
Suite 402, Miami, Florida 33126 (hereinafter the "Consultant").
\ryHEREAS, in response to the Village's Request for Qualifications (RFQ No. 2016-
02-09, Contractor submitted a proposal for the Services (as hereinafter defined);
\ryHEREAS, the Consultant will perform general civil engineering, transportation
planning and engineering, environmental engineering and landscape architecture services for
the Village, as further described on Exhibit "4" attached hereto, on an as-requested, per-
project basis (the "Services"); and
\ryIIEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a
rate schedule set forth Exhibit "B" (the "Rate Schedule") in connection with the Services; and
\ryHEREAS, the Village desires to engage the Consultant to perform the Services and
provide the deliverables as specified below.
NOW, TIIEREFORE, in consideration of the mutual covenants and conditions
contained herein, the Consultant and the Village agree as follows:
1. Scope ofServices.
1.1 The Consultant shall furnish such the Services and provide deliverables
for various projects for the Village (each a "Project") as requested by the
Village and detailed in a "Statement of Work" which the Village will
provide the Consultant when engaging the Consultant to work on a
specific Project.
Prior to commencement of work on a Project, the Consultant will provide
the City with fixed lump sum cost for the Services set forth in the Statement
of Work calculated using the rates set forth on the Rate Schedule.
,n"Øuay of
1
1.2
1.3 If the Village approves the fixed lump sum cost for the Project, the Village
will provide the Consultant with a Notice to Proceed to perform the Services
set forth in the Statement of Work. Consultant acknowledges that 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.
2. Term/Commencement Date.
2.I This Agreement shall become effective upon the Effective Date and shall
remain in effect for thirty six (36) months thereafter, unless earlier
terminated in accordance with Paragraph 8. Additionally, this Agreement
shall automatically renew for two additional one (1) year periods on the
same terms as set forth herein unless either party provides the other party
with written notification, at least ninety (90) days prior to the expiration of
the then current term, that such party elects not to renew this Agreement.
2.2 Consultant agrees that time is of the essence and Consultant 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 Pavment.
3.1 Compensation for Services provided by Consultant shall be in accordance
with the approved fixed lump sum set forth in the Statement of Work or the
Notice to Proceed for such Project.
3.2 During each Project, Consultant shall deliver an invoice to Village no more
often than once per month detailing the Services completed and the amount
due to Consultant under the Statement of Work for such Project. Fees shall
be paid in arrears each month, pursuant to Consultant's invoice, which shall
be based upon the percentage of work completed for each Project. 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.I The Consultant shall be responsible for all payments to any subconsultants
and shall maintain responsibility for all work related to each Project.
Consultant may only utilize the services of a particular subconsultant with
the prior written approval of the Village Manager, which approval may be
granted or withheld in Village Manager's reasonable discretion.
2
4.2
5. Village's Responsibilities
5.1 Village shall make available any maps, plans, existing studies, reports and
other data pertinent to the Project and in possession of the Village.
5.2 Upon Consultant's request, Village shall reasonably cooperate in
arranging for access to any real property as required for Consultant to
perform the Services.
6. Consultant's Responsibilities
6.1 The Consultant shall exercise the same degree of care, skill and diligence
in the performance of the Services for each Project 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, not properly rendered, defective, or
fail to conform to the Services for each Project, upon written notification
from the Village Manager, the Consultant shall at Consultant's sole
expense, immediately correct its deliverables or Services.
6.2 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.
7. Conflict of Interest.
7.1 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 adversarial issues in the Village. For the
purposes of this section ooadversarial" 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.
8. Termination.
8.1 Either party, without cause, may terminate this Agteement upon thirty (30)
calendar days written notice to the other party. The Village may terminate
this Agreement immediately with cause.
Upon receipt of written notice of termination from the Village, Consultant
shall immediately stop work on the Project unless directed otherwise by
the Village Manager.
8.2
J
8.3
8.4
9. Insurance.
9.t
9,2
9.3
The Consultant shall be paid for all work accepted by the Village Manager
up to the date of termination, provided that the Consultant has fìrst
complied with the provisions of Paragraph 8.4.
The Consultant 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 seven (7) 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 lnsured, 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 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 9 and may be increased by
the Village as it deems necessary or prudent.
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
LiabilityAggregate limit shall be in the amount of $2,000,000 each.
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 W'orker's
Compensation insurance.
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
4
9.4
restrictive endorsements, as filed by the Insurance Service Office, and
must include Owned, Hired, and Non-Owned Vehicles.
9.5 Professional Liability Insurance in an amount of not less than One Million
Dollars ($1,000,000.00) per occuffence, single limit.
9.6 Certificate of fnsurance. 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 on any Project. 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 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.
9.7 Additional Insured. Except with respect to Professional Liability
Insurance and Worker's Compensation Insuranceo the Village is to be
specif,rcally 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.
9.8 Deductibles. All deductibles or self-insured retentions must be declared
to and be reasonably approved by the Village. The Consultant shall be
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responsible for the payment of any deductible or self-insured retentions in
the event of any claim.
9.9 The provisions of this section shall survive termination of this Agreement.
10. 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
race, color, religion, sex, or national origin, and to abide by all Federal and
State laws regarding nondiscrimination
11. Attornevs 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 attomeys' 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.
ll.2 In the event of any litigation arising out of this Agreement, each party
hereby knowingly, irrevocably, voluntarily and intentionally waives its
right to trial by jury.
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Indemnification.
I2.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 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 of any such claim or investigation and for any judgment or
damages arising from Consultant's performance or non-performance of
this Agreement.
12.2 The provisions of this section shall survive termination of this Agreement.
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 transmitted by hand-delivery, by
registered or certified mail with postage prepaid return receipt requested,
12
6
or by a private postal service, addressed to the parties (or their successors)
at the following addresses:
For the Village:John C. Gilbert
Village Manager
Village of Key Biscayne
88 V/est Mclntyre Street
Key Biscayne,FL 33149
With a copy to:Stephen J. Helfman, Esq.
Village Attomey
Weiss Serota Helfrnan Pastoriza Cole & Boniske, P.L.
2525 Ponce de Leon Blvd., Suite 700
Coral Gables, Florida 33134
For The Consultant: Michael Adeife
EAC Consulting, Inc.
815 N.W. 57 Avenue, Suite 402
Miami, Florida 33126
14. Governing Law.
l4.I This Agreement shall be construed in accordance with and govemed by
the laws of the State of Florida. Venue for any litigation arising out of this
Agreement shall be proper exclusively in Miami-Dade County, Florida.
15. EntireAsreement/lVlodification/Amendment.
15.1 This writing contains the entire Agreement of the parties and supercedes
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.
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16. Ownership and Access to Records and Audits.
16.l Consultant acknowledges that all inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports 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 and
confirm such ownership (including, without limitation, assignments,
powers of attorney 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 119.0701, 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, md following
completion of the Agreement until the records are transferred to the
Village.
16.4 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 I 19, Florida Statutes, or as
otherwise provided by law.
16.5 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.
16.6 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 that are exempt or confidential and
exempt from public records disclosure requirements.
16.7 Any compensation due to Consultant shall be withheld until all records are
received as provided herein.
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16.8 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.
Section 119.0701(2Xa). Florida Statutes
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 1.19, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS.
Custodian of Records:
Mailing address:
Telephone number:
Email:
Conchita H. Alvarez, MMC
Village Clerk
88 W. Mclntyre St.
Key Biscayne,FL33149
305 36s 5506
calvarez(Ekeybi scavne. fl . sov
t7.
18.
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Nonassignability.
l7.l This Agreement shall not be assignable by Consultant unless such
assignment is first approved by the Village Manager. The Village is
relying upon the apparent qualifications and expertise of the Consultant,
and such firm's familiarity with the Village's area, circumstances and
desires.
Severability.
18.1 If any term or provision of this Agreement shall to any extent be held
invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby, and each remaining term and provision of this
Agreement shall be valid and be enforceable to the fullest extent permitted
by law.
Independent Contractor.
19.1 The Consultant 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 of joint
undertaking, enterprise or venture between the parties.
9
20. Compliance with Laws.
20.I The Consultant 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.
2I. \il'aiver
21.1 The failure of either party to this Agreement to object to or to take
affirmative action with respect to any conduct of the other which is in
violation of the terms of this Agreement shall not be construed as a waiver
of the violation or breach, or of any future violation, breach or wrongful
conduct.
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 Continsencv Fees.
23.I 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, Eift, or any other consideration, contingent
upon or resulting from the award or making of this Agreement.
24. Public Entitv 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 affidavit.
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]
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
written below their signatures.
CONS{JLTANT:
EAC CONSULTING, NC., a Florida
corporation
By:
Name: Michael Adeife
Title: Vice President
DateExecuted:@
11
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and date first above written.
\rILLAGE
VILLAGE OF KEY BISCAYNE, A
Florida municipal corporation
B
Manager
Alv ar ez, Village Clerk,C
Approved as to Form and Legal Suffrciency:
4-----"-¿
Village Attorney
t2
EXHIBIT fA'
DESCRIPTION OF SERVICES
The Consultants can expect to provide services including, but not limited to the tasks identified
below:
1. General Civil Ensineerins:
Roadway, streetscape, sidewalks, public works inspections, parking lots, parking spaces and
intersection design, capital improvement plan, feasibility and engineering studies, stormwater
facility, design and management, specifications preparation, cost estimating; canal maintenance
and design, engineering construction management and inspections, geotechnical services, and
other miscellaneous professional services that the Village may desire.
2. Transportation Planning and Engineering Services:
Transportation planning and traffic engineering, traffic-impact and safety studies, parking
studies; neighborhood traffic management; multi-modal traffic planning and design,
Roadways/Transportation planning and design, bicycle and pedestrian paths design and
integrated mobility options; traffic calming; collection of traffic counts and reports; signal timing
analysis and warrant studies; signs and pavement markings and other miscellaneous professional
services that the Village may desire.
3. Environmental Engineering:
Coastal engineering, construction, regulatory permitting, marine environmental, ecosystern
restoration, regional sand management, and other miscellaneous professional services that the
Village may desire.
4. Landscape Architecture:
Landscape, hardscape, and irrigation design; park facility master planning; park and recreational
facilities design, bicycle and pedestrian path design; integration of parks, landscaped and open
spaces and recreational facilities with the Village's residential and commercial districts and other
miscellaneous professional services that the Village may desire.
EXHIBIT *B'
RATE SCHEDULE
Hourly Rates
Principal $202.00
Project Manager $1s0.00-$19s.00
General Engineering $105.00-$r6s.00
Surveying $90.00-$125.00
Construction Management $90.00-$125.00
Geotechnical Engineering $80.00-$12s.00
Landscape Architecture $100.00-$17s.00
Environmental Engineering $100.00-$1s0.00
Coastal Engineering $10s.00-$16s.00
Traffic P lanning/Engineering $10s.00-$16s.00
Traffic Data Collection and
Traffic Engineering $100.00-$1s0.00
If addítíonal servìces øre requíred, the Villøge wíll negotiøte fees wíth the Consultønt