HomeMy Public PortalAbout2011-35 Approving an agreement with Bell David Planning Group, Inc, for the EARRESOLUTION NO. 2011-35
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING AN
AGREEMENT WITH BELL DAVID PLANNING GROUP,
INC. FOR THE PREPARATION OF THE EVALUATION AND
APPRAISAL REPORT (EAR) BASED AMENDMENTS;
PROVIDING FOR AUTHORIZATION; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the Village of Key Biscayne (the "Village") Village Council desires to retain
Bell David Planning Group, Inc. to assist in the preparation of the Evaluation and Appraisal Report
(EAR) based amendments; and
WHEREAS, the Village Council finds that the approval of the agreement, in substantially
the form attached hereto as Exhibit "A," with Bell David Planning Group, Inc. for the above
referenced services is in the best interest and welfare of the residents of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. Each of the above stated recitals are hereby adopted,
confirmed and incorporated herein.
Section 2. Approval of Agreement. The Village Council hereby approves the
agreement, in substantially the form attached hereto as Exhibit "A," with Bell David Planning
Group, Inc. for assistance in the preparation of the Evaluation and Appraisal Report (EAR) based
amendments.
Section 3. Village Manager Authorized. The Village Manager is hereby authorized
to execute the agreement, in substantially the form attached hereto as Exhibit "A," with Bell David
Planning Group, Inc. for assistance in the preparation of the Evaluation and Appraisal Report (EAR)
based amendments.
Section 4. Effective Date. This Resolution shall be effective immediately upon
adoption.
PASSED AND ADOPTED this 6th day of December, 2011.
CONCHITA H. ALVAREZ, MMC, VILLAGE CLE
APPROVED AS TO FORM AND LEGAL SUFFICIE
VILLAGE A • RN
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EXH I BIT "A"
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
BELL DAVID PLANNING GROUP, INC.
GREEMENT (this "Agreement") is made effective as of the ,adayof
g
201 (the "Effective Date"), by and between the VILLAGE OF KEY
ISCAYNF, FLORIDA, a Florida municipal corporation (hereinafter the "Village"), and
BELL DAVID PLANNING GROUP, INC. a Florida corporation (hereinafter the
"Consultant").
WHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a
scope of services, schedule, and fee for preparation of Evaluation of Appraisal Report based
comprehensive plan amendments (the "Project"); and
WHEREAS, the Village desires to engage the Consultant to perform the services and
provide the deliverables as specified below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the Consultant and the Village agree as follows:
1. Scope of Services.
1.1. The Consultant shall furnish such professional services and provide
deliverables (the "Services") as described in the Proposal for Consultant
Services for Village of Key Biscayne 2012 Master Plan Evaluation and
Appraisal Report -Based Amendments attached hereto as Exhibit "A."
2. Terre/Commencement Date.
2.1 This Agreement shall become effective upon the Effective Date and shall
remain in effect until Consultant completes the Services described herein,
unless earlier terminated in accordance with Paragraph 8.
2.2 Consultant agrees that time is of the essence and that the completion of
these Services are necessary to meet deadlines imposed by the State of
Florida.
3. Compensation and Payment.
3.1 Compensation for Services provided by Consultant shall be in accordance
with the fee schedule provided in Exhibit "A."
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3.2 Consultant shall deliver an invoice to Village no more often than once per
month detailing Services completed and the amount due to Consultant under
this Agreement. Fees shall be paid in arrears each month, pursuant to
Consultant's invoice, which shall be based upon the percentage of work
completed for each task invoiced. The Village shall pay the Consultant in
accordance with the Florida Prompt Payment Act after approval and
acceptance of the Services by the Village Manager.
4. Subconsultants.
4.1 The Consultant shall be responsible for all payments to any subconsultants
and shall maintain responsibility for all work related to the 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 sole discretion.
5 Village's Responsibilities
5.1 Village shall make available any maps, plans, existing studies, reports and
other data pertinent to the Services 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 the 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 the
Project, it is determined that the Consultant's deliverables or services are
incorrect, not properly rendered, defective, or fail to conform to the
Services for the Project, upon written notification from the Village
Manager, the Consultant shall at Consultant's sole expense, immediately
correct the work.
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.
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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 "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 The Village Manager, without cause, may terminate this Agreement upon
thirty (30) days written notice to the Consultant. The Village Manager,
with cause, may terminate this Agreement upon Consultant's failure to
cure such cause within thirty (30) days after written notice was received.
8.2 Upon receipt of the Village's written notice of termination, Consultant
shall immediately stop work on the Project unless directed otherwise by
the Village Manager.
8.3 In the event of termination by the Village, the Consultant shall be paid for
all work accepted by the Village Manager up to the date of termination,
provided that the Consultant has first complied with the provisions of
Paragraph 8.4.
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 fourteen (14) days
from the date of the written notice of termination or the date of expiration
of this Agreement.
9. Insurance.
9.1 Consultant shall secure and maintain throughout the duration of this
Agreement, insurance of such type and in such amounts necessary to
protect its interest and the interest of the Village against hazards or risks of
loss as specified below. The underwriter of such insurance shall be
qualified to do business in Florida, have a Best's rating of at least A -X,
and have agents upon whom service of process may be made in the State
of Florida. The insurance coverage shall be primary insurance with
respect to the Village, its officials, employees, agents and volunteers. 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 a minimum of the amounts set forth in
this Section 9.
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9.2 Worker's Compensation and Employer's Liability Insurance.
Coverage 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 $500,000.00 each accident.
9.3 Comprehensive Automobile and Vehicle Liability Insurance. This
insurance shall be written in comprehensive form and shall protect the
Consultant and the Village against claims for injuries to members of the
public and/or damages to property of others arising from the Consultant's
use of motor vehicles or any other equipment and shall cover operation
with respect to onsite and offsite operations and insurance coverage shall
extend to any motor vehicles or other equipment irrespective of whether
the same is owned, non -owned, or hired. The limit of liability shall not be
less than $1,000,000.00 per occurrence, combined single limit for Bodily
Injury Liability and Property Damage Liability. Coverage must be
afforded on a form no more restrictive that the latest edition of the
Business Automobile Liability Policy, without restrictive endorsement, as
filed by the Insurance Services Office.
9.4 Commercial General Liability. This insurance shall be written in
comprehensive form and shall protect the Consultant and the Village
against claims arising from injuries to members of the public or damage to
property of others arising out of any act or omission to act of the
Consultant or any of its agents, employees, or subcontractors. The limit of
liability shall not be less than $1,000,000.00 per occurrence, combined
single limit for Bodily Injury Liability and Property Damage Liability.
Coverage must be afforded on a form no more restrictive than the latest
edition of the Commercial General Liability Policy, without restrictive
endorsements, as filed by the Insurance Services Office, and must include:
(1) Premises and/or Operations; (2) Independent contractors and Products
and/or completed Operations; (3) Broad Form Property Damage, Personal
Injury and a Contractual Liability Endorsement, including any hold
harmless and/or indemnification agreement.
9.5 Certificate of Insurance. Consultant shall provide the Village Manager
with Certificates of Insurance for all required policies. 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 require the Consultant to provide 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 or policies
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
Manager.
9.6 Additional Insured. The Village is to be specifically included as an
Additional Insured for the liability of the Village resulting from operations
performed by or on behalf of Consultant in performance of this
Agreement. 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 Consultant's insurance. 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 in the same manner as if separate policies
had been issued to each.
9.7 Deductibles. All deductibles or self -insured retentions must be declared
to and be approved by the Village Manager. The Consultant shall be
responsible for the payment of any deductible or self -insured retentions in
the event of any claim.
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. Attorneys Fees and Waiver of Jury Trial.
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.
11.2 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 defend, 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 out of, related to, or any way connected with Consultant's
performance or non-performance of any provision of this Agreement,
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including, but not limited to, liabilities arising from contracts between the
Consultant and third parties made pursuant to this Agreement. Consultant
shall reimburse the Viilage 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 out of,
related to, or in any way connected with Consultant's performance or non-
performance of this Agreement.
12.2 The provisions of this section shall survive termination of this Agreement.
13. Notices/Authorized Representatives.
13.1 Any notices required by this Agreement shall be in writing and shall be
deemed to have been properly given if 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:
John C. Gilbert
Village Manager
Village of Key Biscayne
88 West McIntyre Street
Key Biscayne, FL 33149
With a copy to: Stephen J. Helfman, Esq.
Village Attorney
Weiss Serota Helfman Pastoriza Cole & Boniske, P.1..
2525 Ponce de Leon Blvd.
Coral Gables, Florida 33134
For The Consultant: Alex David, AICP
Bell David Planning Group, Inc.
774 N.E. 126 Street
North Miami, FL 33161
Tel: (786) 514-0121
14. Governing Law.
14.1 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 Agreement/Modification/Amendment.
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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.
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 All records, books, documents, maps, data, deliverables, papers and
financial information (the "Records") that result from the Consultant
providing the Services to the Village under this Agreement shall be the
property of the Village.
16.3 The Village Manager or his designee shall, during the term of this
Agreement and for a period of three (3) years from the date of termination
of this Agreement, have access to and the right to examine and audit any
Records of the Consultant involving transactions related to this
Agreement.
16.4 The Village may cancel and terminate this Agreement immediately for
refusal by the Consultant to allow access by the Village Manager or his
designee to any Records pertaining to work performed under this
Agreement that are subject to the provisions of Chapter 119, Florida
Statutes.
17. Nonassignability.
17.1 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. 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.
19. 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.
20. Compliance with Laws.
20.1 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 permits
from all jurisdictional agencies to perform the Services under this
Agreement.
21. Waiver
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 Contingency Fees.
23.1 The Consultant warrants that it has not employed or retained any company
or person, other than a bona fide employee working solely for the
Consultant, to solicit or secure this Agreement, and that it has not paid or
agreed to pay any person(s), company, corporation, individual or firm,
other than a bona fide employee working solely for the Consultant, any
fee, commission, percentage, gift, or any other consideration, contingent
upon or resulting from the award or making of this Agreement.
24. Public Entity 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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IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date
first above written.
VILLAGE:
CONSULTANT:
VILLAGE OF KEY BISCAYNE BELL DAVID PLANNING GROUP, INC.
B
,, John . Gilbert, Village Manager
Attest:
Conchita Alvarez, Village Clerk
Approved as to Form and Legal Sufficiency:
Villpge Attorn
y
By:
Name: Vex $ t 0 o,. i (S)
Title: V-- -- P
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EXHIBIT "A"
Exhibit "A"
BELL DAVID PLANNING GROUP, INC.
Navigating Florida's Planning Requirements
774 NE 126th Street, Suite 1, North Miami, Florida 33161
(786) 514 -0121 ph. / (305) 675-0507 fax
www.belldavid.com
PROPOSAL FOR CONSULTANT SERVICES
VILLAGE OF KEY BISCAYNE 2012 MASTER PLAN EVALUATION AND
APPRAISAL REPORT -BASED AMENDMENTS
Proposal VKB2011-01
The following Scope of Services details the steps by which Bell David Planning
Group (BDPG) proposes to assist the Village in amending its Master Plan in
accordance with its adopted Evaluation and Appraisal Report. This scope is
based on the requirements of: Chapter 163, F.S. and BDPG's experience.
TASK 1. Revisions to and Adoption of the EAR -based Amendments
BDPG will revise the proposed amendments to address the objections,
recommendations, and comments of the Department of Economic Opportunity
(DEO) and will present the amendments to the Village Council for adoption in an
advertised public hearing.
The Department identified a series of objections and comments (objections are
mandated to be addressed while comments are advisory) related to lack of
required maps, lack of a long term planning-timeframe, lack of a 5 -year schedule
of capital improvements and failure to address hurricane evacuation times and
coastal high hazard areas.
BDPG will submit the required map series with changes to extend the planning
timeframes and review the Transportation Element to order to address the
objections. A definition of CHHA will be added and hurricane evacuation time will
be amended to reflect statute. The Capital Improvement Element will be
reviewed and CIS amended as necessary. The inconsistency between policies
on water usage will be addressed as well as issues relating to water supply
planning (see below). The Department's minor comments will also be addressed.
Bell David Planning Group
VKB2011-01
EAR -based Amendments Adoption 1
Finally, the revisions to the amendments when adopted shall render them
consistent with Chapter 187, F.S.
Water Supply Plan Sub -Task
As part of this overall Task, BDPG will coordinate with the Village, Miami -Dade
County PERA, Water and Sewer Department and the South Florida Water
Management District in order to re -write portions as necessary and secure
approvals for the Village's state -mandated Water Supply Plan. It is
recommended that the Plan be revised to reflect a longer time frame in order to
be consistent with the County's Water Supply Plan. BDPG will conduct a series
of meetings beginning with the Department of Planning and Zoning and
concluding with meetings, as necessary, with WASD, SFRPC, SFWMD and
Department of Economic Opportunity. These meetings are necessary in order to
gather pertinent data needed for revisions to and completion of the Water Supply
Plan and water supply related Master Plan Amendments. BDPG will review any
new Population and Water Demand Forecasts (based on new GPD) for the new
planning period and revise Goals, Objective and Policies as necessary in
conjunction with this Sub -Task.
BDPG will assist the Village with revising the map series to depict wellfields,
water treatment plant locations, service areas and distribution mains and other
necessary information required by state statute. Consistency with the WASD and
Lower East Coast Water Supply Plans will also be reviewed as part of this Sub -
Task.
BDPG will revise the list of all water supply related Capital Improvement
Programs (and any private projects) to determine any impacts to the Village. This
listing shall become part of the Village's Capital Improvements Element and
Schedule. This will be consistent with the requirements of Florida Statutes as
they concern Capital Improvements.
The Village's Water Supply Plan will be adopted (as part of the overall adoption
of the EAR -based Amendments) pursuant to Florida Statutes and submitted to
the appropriate review agencies to include: Miami -Dade County (for consistency
with the County's Plan), the South Florida Water Management District and the
State of Florida Department of Community Affairs.
TASK 2.
A series of workshops and public hearings will be held (number to be determined
by the Village) leading to the final adoption of the amendments and Water Supply
Plan.
TASK 3.
BDPG will then transmit three copies of the adopted amendments package to
DEO and copies to designated review agencies. DEO will issue its Notice of
Intent to find the adopted amendments in compliance within 45 days. The
Bell David Planning Group
VKB2011-01
EAR -based Amendments Adoption 2
effective date of the amendments is approximately two months from submittal of
the adopted EAR -based amendments. After the effective date, BDPG will
provide the Village with a digital, printer -ready version of the revised Master Plan
for publication.
TASK4.
As the final part of this Proposal, BDPG will revise the existing Master Plan
document to incorporate all adopted EAR -based amendment changes into a new
single "updated or 2012" version.
Deliverables — Copies of the Adopted Amendments package to DEO, the Village
Council and other review agencies; a digital, printer -ready version of the revised
Master Plan for publication (post -adoption).
Completion Dates — On or before April 1, 2012 for adoption
Proposed Total Project Cost - $9,500.001
Bell David Planning Group appreciates this opportunity to submit this proposal to
the Village of Key Biscayne.
Agreement Submitted by: 1� j ! V ' - J
Ale A. David, AICP, Vice -President
Bell David Planning Group
Date:
Agreed to by:
Date:
N me2� uthorized Re• -se tative
Vill ge of ey Biscayne
J:9011c'
Jo- 2oy-e„
Signature by the Village Representative '• nifies a notice of intent to proceed
with the under the terms noted above. A facsimile signature shall have the same
legally binding effect as an original signature.
Note: The proposed cost includes all costs and expenses (excluding copying and
mailing) to be incurred by Sell David Planning Group in completing the EAR -based
amendments for the Village in accordance with this Agreement and Scope of Work.
Bell David Planning Group
VKB2011-01
EAR -based Amendments Adoption 3