HomeMy Public PortalAbout2012-14 Agreement to provide fire inspection sevices for the VillageRESOLUTION NO. 2012-14
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
THE PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE VILLAGE OF KEY BISCAYNE AND B&B
CONSULTING AND CONSTRUCTION MANAGEMENT,
INC., TO PROVIDE FIRE INSPECTION SERVICES FOR THE
VILLAGE; PROVIDING FOR A WAIVER OF COMPETITIVE
BIDDING; PROVIDING FOR IMPLEMENTATION; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Consultatio Key Biscayne, LLC, the owner of an approximately 10 acre tract
of oceanfront land within the Village of Key Biscayne (the "Village") intends to develop its land
with approximately 150 residential dwellings units (the "Project"); and
WHEREAS, the process of reviewing plans, inspecting work and otherwise overseeing the
life/safety aspect of the Project are beyond the in-house expertise of the Village Administration; and
WHEREAS, the Village Council desires to obtain the professional services of B&B
Consulting and Construction Management, Inc. (the "Consultant"), to assist the Village
Administration with the various life/safety aspects of the Project; and
WHEREAS, the Village Council finds that approval of the attached Professional Services
Agreement between the Consultant and the Village to provide the various life/safety aspects of the
Project is in the best interest of the Village.
NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE VILLAGE COUNCIL
OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. That each of the recitals stated above is hereby adopted
and confirmed.
Section 2. Agreement Approved. That the Professional Services Agreement (the
"Agreement"), in substantially the form attached hereto, is hereby approved, and the Village
Manager is authorized to execute the Agreement, on behalf of the Village, once approved as to form
and legal sufficiency by the Village Attorney.
Section 3. Waiver of Competitive Bidding. The Village Council hereby waives
competitive bidding as a professional services agreement pursuant to Section 2-87 of the Village
Code. Further, and pursuant to Section 2-85 of the Village Code, the Village Council waives
competitive bidding because the unique services that the Consultant will provide make it impractical
to apply such procedure.
Section 4. Implementation. That the Village Manager and Village Attorney are hereby
authorized to take any necessary action to implement the Agreement and this Resolution.
Section 5. Effective Date. That this Resolution shall be effective immediately upon
adoption hereof.
PASSED AND ADOPTED this 10th day of April , 201 .
.\\
MA • ' RANKLIN H. C
CHITA H. ALVAREZ, MMC, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIEN
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PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
B&B CONSULTING AND CONSTRUCTION
MANAGEMENT, INC.
THIS PRO,ESSIONAL SERVICES AGREEMENT (this "Agreement") is made
effective as of the 'h day of April, 2012 (the "Effective Date"), by and between the VILLAGE
OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation (hereinafter the "Village"),
and B&B CONSULTING AND CONSTRUCTION MANAGEMENT, INC., a Florida
corporation (hereinafter the "Consultant")
WHEREAS, Consultatio Key Biscayne, LLC, the owner of an approximately 10 acre
tract of oceanfront land within the Village intends to develop its land with approximately 150
residential dwellings units (the "Project"); and
WHEREAS, the process of reviewing plans, inspecting work and otherwise overseeing
the life/safety aspect of the Project are beyond the in-house expertise of the Village
Administration; and
WHEREAS, the Village wishes to engage the Consultant's expertise in life/safety
services to assist the Village Administration with various aspects of the Project: and
WHEREAS, the Consultant and the Village, through mutual negotiation, have agreed
upon a scope of services, schedule, and fee for highly technical fire inspection services for the
Project; and
WHEREAS, the Village wishes 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 l The Consultant shall fumish such professional services and provide
deliverables for the Project (the "Services') as described in Exhibit "A"
attached hereto.
2 Term/Commencement Date.
2.1 This Agreement shall become effective upon the Effective Date and shall
remain in effect through the completion of the Project, unless earlier
terminated in accordance with Paragraph 8 The Village Manager may
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extend the term of this Agreement up to an additional one hundred eighty
(180) days by written notice to the Consultant.
2.2 The Consultant agrees that time is of the essence and the Consultant shall
complete the Services for the Project within the timeframes set forth by
the Village Manager
3. Compensation and Payment.
3.1 The Consultant shall be paid on an hourly basis at the rate of $75.00 per
hour for the Services. Fees shall be billed and paid pursuant to monthly
invoices
3.2 The Consultant shall pay all of its own expenses incurred in performing
the Services.
3.3 Invoices shall be promptly processed for payment by the Village pursuant
to Section 218.70. Florida Statutes, upon receipt of the Consultant's
invoice.
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 Any subconsultants used on the Project must have the prior written
approval of the Village Manager.
5. Village's Responsibilities.
5.1 Furnish to the Consultant, at the Consultant's written request, all available
data pertinent to the Services to be provided by the Consultant, in
possession of the Village.
5.2 Arrange for access to and make all provisions for the Consultant to enter
upon real property as required for the Consultant to perform the Services
as may be requested in writing by the Consultant.
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 one (1) year from the completion of the
Project, it is determined that the Consultant's deliverables are incorrect,
defective or fail to conform to the Services for the Project, upon written
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notification from the Village Manager, the Consultant shall at the
Consultant's sole expense, immediately correct the work.
7. Conflict of Interest.
7.1
To avoid any conflict of interest or any appearance thereof, the 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 regard to 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 the application;
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
five (5) calendar days written notice to the Consultant, or immediately
with cause.
8.2 Upon receipt of the Village's written notice of terrnination, the Consultant
shall stop all Services unless directed otherwise by the Village Manager.
8.3 In the event of termination by the Village, the Consultant shall be paid for
all Services 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 The 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 the Village, naming the Village as
an Additional Insured, underwritten by a firm rated A -X or better by Bests
Rating and qualified to do business in the State of Florida Certificates of
Insurance shall be provided to the Village, reflecting the Village as an
Additional Insured, no later than ten (10) days after award of this
Agreement and prior to the execution of this Agreement by the Village
and prior to providing any Services. Each certificate shall include no less
than (30) thirty -day advance written notice to Village prior to cancellation,
termination, or material alteration of said policies or insurance.
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9.2 Workers' Compensation and Employer's Liability Insurance. Unless
otherwise exempt from providing Workers' Compensation and
Employer's Liability Insurance. the Consultant shall obtain such insurance
coverage as required by law.
9 3 Business Automobile Liability Insurance. Unless otherwise exempt
from providing business automobile liability insurance, the Consultant
shall obtain such insurance coverage with minimum limits of
$1,000,000.00 per Occurrence, combined single limit for Bodily Injury
and Property Damage. Coverage must be afforded on a form no more
restrictive than the latest edition of the Business Automobile Liability
policy, without restrictive endorsements, as filed by the Insurance Services
Office, and must include Owned, Hired, and Non -Owned Vehicles.
9.4 Commercial General Liability. The Consultant must obtain this
insurance with limits of liability of not less than a $1,000;000 per
Occurrence combined single limit for Bodily Injury and Property Damage.
The General Aggregate Liability limit shall be in the amount of
$2,000.000.
9.5 Professional Liability Errors and Omissions. The Consultant shall
obtain such insurance coverage in an amount not less than $1.000,000.
10. Nondiscrimination.
10 1 During the term of this Agreement, the 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 arty 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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12. Indemnification.
12.1 The 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 the 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. The
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
out of, related to, or in any way connected with the 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
88 West McIntyre Street, Suite 210
Key Biscayne, Florida 33149
Telephone: 305-365-5500
Fax Number: 305-365-8936
For The Consultant: William Barron, President
B&B Consulting and Construction Management,
Inc.
6901 Sparta Road
Sebring, Florida 33875-5571
Telephone. 863-382-7118
14. Governine 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.
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1 5. Entire Agreement/Modification/Amendment.
15.1 This writrng 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.
16. Ownership and Access to Records and Audits.
16.1 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.
16.2 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.
16.3 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 the Consultant unless such
assignment is first approved by the Village Manager. The Village is
relying upon the apparent qualifications and personal expertise of the
Consultant, and such firm's familiarity with the Village's area,
circumstances and desires.
1$. 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.
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19. Independent Contractor.
19.1 The Consultant and its employees, volunteers and agents shall be and
remain independent contractor and not agents or employees 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 relating to the Project
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. Counterparts.
24.1 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.
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the first date as
written above.
•
one ita Alvarez, CMC, Village Clerk
APPROVED AS TO FORM AND LEGALITY
FOR THE USE AND BENEFIT OF VILLAGE OF
KEY BISCAYNE ONLY
Village Attorney
VILL • GE OF KEY BISCAYNE
Bv"
C. Gilbert
ge Manager
Date:
511 8/V2 -
CONSULTANT
B&B CONSULTING AND
CON/4-)LA41
TRUCTION, INC.
By: z�"
Date:
William Barron, President
9// 2-
ATTACHMENT A
SCOPE OF SERVICES
The Consultant shall furnish the following Services
• Review all of the Project's construction/building plans to ensure that all phases of
buildings under construction meet the required Fire Prevention and Life Safety Code
This includes, but is not limited to, reviewing fire alarm systems, fire sprinkler systems,
smoke evacuation systems, fire pumps, standpipes, generators, and tank removals and
installations.
• Review and analyze the comment sheets from the City of Miami Fire Plan Examiners.
• As needed, rneet with the owners, developers, members of the design team and
contractors concerning fire safety issues.
• As needed. attend construction meetings.
• Conduct on site fire inspections during all phases of the construction.
• As requested by the Village Manager and/or the Fire Chief, provide the Village with
updates and inspection reports during the design and construction phases of the Project
• Provide fire suppression personnel with training concerning the fire safety issues/needs of
the Project
• Coordinate all activities with the Village's Fire Marshal or his/her designee.
• Any additional services as requested by the Fire Chief and/or the Village Manager.
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