Loading...
HomeMy Public PortalAboutFlorida CDI, LLC.pdfPROFESSIONAL SERVICES AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE AND FLORIDA CHI, LLC THIS AGREEMENT (this Agreement ) is made effective as of the IS day of November 2018 (the Effective Date ) by and between the VILLAGE OF KEY BISCAYNE, FLORIDA, a Flouda municipal corporation whose pimcipal address is 88 West McIntyre Street Key Biscayne Florida 33149 (hereinafter the Village ) and FLORIDA CDT, LLC, a Florida limited liability company whose address is 3124 NW 160i Teuace Pompano Beach 1'lortda 33064 (hereinafter the Consultant ) WHEREAS the Consultant will provide royal pahn fighting tree lighting and holiday fighting for the Village as further set forth in the proposal attached hereto as Exhibit A (the Services ) and WHEREAS the Consultant and Village through mutual negotiation have agreed upon a fee for the Services and WHEREAS the Village desnes to engage the Consultant to perform the Services and provide the deliverables as specified below NOW, THEREFORE m consideration of the mutual covenants and conditions contained herein the Consultant and the Village agree as follows 1 Scope of Services 1 1 Consultant shall provide the Services set forth in the proposal attached hereto as Exhibit A and incorporated herein by reference 12 Consultant shall furnish all reports documents information obtained pursuant to this Agreement and recommendations during the teen of this Agreement (hereinafter Deliverables ) 2 Tex m/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 which Services are scheduled to be completed m accordance with the schedule set forth m Exhibit A but not to thirty (30) calendar days from the date of a Notice to Proceed issued by the Village unless earlier terminated m accordance with Paragraph 8 2 2 Consultant agrees that time is of the essence and Consultant shall complete the Services within the term of this Agreement unless extended by the Village Manager 3 Compensation and Payment 3 1 Compensation for Services provided by Consultant shall be in accordance with the proposal attached hereto as Exhibit A Compensation pursuant to this Agieement foi the Services shall not exceed $37 252 00 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 Agieement Fees shall be paid in arrears each month pursuant to Consultant s invoice which shall be based upon the percentage of work completed foi each task invoiced The Village shall pay the Consultant in accordance with the Florida Prompt Payment Act after appioval 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 Services 4 2 Consultant may only utilize the services of a particular subconsultant with the prior written approval of the Village Manager which appioval shall be in Village Manager s sole and absolute discretion 5 Village's Responsibilities 5 1 Village shall make available any maps plans existing studies reports staff and representatives and other data pertinent to the Seivices and in possession of the Village and provide cnteria requested by Consultant to assist Consultant in performing the Services 5 2 Upon Consultant s request Village shall reasonably cooperate in arranging access to public information that may be iequned 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 as is ordinarily provided by a consultant under similar circumstances If at any time dining the term of this Agieement or within two (2) years from the completion of this Agreement it is determined that the Consultant s Deliverables or Seivices are inconect not properly rendered defective or fail to conform to Village requests the Consultant shall at Consultant s sole expense immediately coneet its Deliverables or Seivices 2 6 2 The Consultant hereby wan ants and represents that at all tmies during the term of this Agreement it shall maintain m good standing all iequned 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 foi the term of this Agreement provide any consulting services to any private sector entities (developers corporations real estate investors etc) with any current of foreseeable adversarial issues in the Village 8 Termination 8 1 The Village Manager without cause may terminate this Agreement upon five (5) calendar days written notice to the Consultant 01 immediately with cause 8 2 Upon receipt of the Village s written notice of teimmation Consultant shall immediately stop woik 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 foi all woik accepted by the Village Manager up to the date of teimination 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 pertammg 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 01 the date of expiration of this Agi eement 9 Insurance 91 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 undeiwrrtten by a firm iated 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 3 Consultant s msutance The msuiance coverages shall include at a minimum the amounts set forth in this section and may be increased by the Village as it deems necessary 01 prudent a Commercial General Liability coverage with limits of liability of not less than a $1 000 000 per Occuarence combined single limit for Bodily Injury and Property Damage This Liability Insurance shall also include Completed Operations and Product Liability coverages and elimmate the exclusion with respect to property under the care custody and control of Consultant The General Aggregate Liability limit and the Products/Completed Operations Liability Aggregate limit shall be in the amount of $2 000 000 each b Woikeis Compensation and Employer s Liability insurance to apply foi all employees for statutory limits as required by applicable State and Federal laws The policy(ies) must include Employei 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 RFP who is not covered by Worker s Compensation insurance c Business Automobile Liability with minimum limits of $1 000 000 per Occurrence combined single limit foi Bodily Injury and Property Damage Coverage must be afforded on a form no more restuctive than the latest edition of the Business Automobile Liability policy without iestuctive endorsements as filed by the Insurance Service Office and must include Owned lined and Non Owned Vehicles d Professional Liability Insurance in an amount of not less than One Million Dollars ($1 000 000 00) per occurrence single lmut 9 2 Certificate of Insurance Ceitificates of Insurance shall be provided to the Village reflecting the Village as an Additional Insured (except with respect to Professional Liability Insuiance and Worker s Compensation Insurance) no later than ten (10) days after award of this Agieement and prior to the execution of this Agreement by Village and prior to commencing Services Each certificate shall include no less than (30) thirty day advance written notice to Village prior to cancellation termination or material alteration of said policies 01 insurance The Consultant shall be responsible foi assuring that the insurance certificates requued by this Section temam in full force and effect for the duration of this Agieement including any extensions or renewals that may be granted by the Village The Ceitificates of Insurance shall not only name the types of policy(ies) provided but also shall iefer specifically to this Agreement and shall state that such insurance is as 1equned by this Agreement The Village ieserves the light to inspect and return a certified copy of such policies upon written request by the Village If a policy is due to expne pima to the completion of the Services renewal Certificates of Insurance shall be furnished thirty (30) calendar days poor to the date of their policy expiation 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 Ceitificate(s) is subject to approval of the Village 9 3 Additional Insured Except with respect to Professional Liability Insurance and Worker s Compensation Insurance, the Village is to be specifically included as an Additional Insured for the liability of the Village resulting from Seivrces 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 contnbute to the Consultant s msurance The Consultant s insurance shall contain a severability of interest provision providing that except with respect to the total limits of habihty the insurance shall apply to each Insured or Additional Insured (for applicable policies) m the same manner as if separate policies had been issued to each 9 4 Loss Payee The Village is to be specifically named as a loss payee under the Consultant s Professional Insurance policy so that the Village will be a third party beneficiary entitled to receive all money payable under the relevant policy for any claims damages or losses in connection with related to of arising from Consultant s Services or performance pursuant to this Agreement 9 5 Deductibles All deductibles oi self msuied retentions must be declared to and be reasonably approved by the Village The Consultant shall be responsible for the payment of any deductible or self insured retentions m the event of any claim 9 6 The provisions of this section shall survive termination of this Agreement 10 Nondiscrimination 10 1 During the term of this Agreement Consultant shall not disciimmate against any of its employees oi applicants for employment because of their race color religion sex or national origin and to abide by all Federal and State laws regarding nondiscrimination 5 11 Attorneys Fees and Waiver of Jury Trial 11 1 In the event of any litigation arising out of this Agreement the psevailrng party shall be entitled to iecovei its attorneys fees and costs including the fees and expenses of any paralegals law eleilo and legal assistants and including fees and expenses charged foi representation at both the tnal and appellate levels 112 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 121 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 fiom Consultant s negligent acts enors or omissions wising out of the performance 01 non performance of any provision of this Agieement including but not limited to liabilities arising from contracts between the Consultant and thud parties made pursuant to this Agreement Consultant shall ieimbuise the Village foi all its expenses including seasonable attorneys fees and costs incurred in and about the defense of any such claim m investigation and foi any judgment of damages arising fiom Consultant s negligent performance 01 non performance of this Agi eement 12 2 The provisions of this section shall suivive termination of this Agieement 13 Notices/Author ized Representatives 13 1 Any notices iequned by this Agieement shall be in wilting and shall be deemed to have been properly given if transmitted by hand delivery by registered of certified mail with postage prepaid return receipt requested or by a private postil service addressed to the parties (oi then successors) at the following addresses For the Village Andrea Agha Village Manager Village of Key Biscayne 88 West McIntyre Street Key Biscayne PL 33149 With a copy to Chad Friedman Esq Village Attorney Weiss Seiota Hellman Cole & Bierman P A 6 2525 Ponce de Leon Blvd., Suite 700 Coral Gables, FL 33134 For the Consultant: 14. Governing Law and Venue. Florida CDI, LLC c/o KcYI1J LONG) 3124 NW 16th Terrace, Pompano Beach, Florida 33064 14.1 This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. Venue for any proceedings arising out of this Agreement shall be proper exclusively in Miami -Dade County, Florida. 15. Entire Agreement/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 empowered to modify or amend the terms of this Agreement, unless executed with the same formality as this document. 15.3 Consultant represents that is an entity validly existing and in good standing under the laws of Florida. The execution, delivery and performance of this Agreement by Consultant have been duly authorized, and this Agreement is binding on Consultant and enforceable against Consultant in accordance with its terms. No consent of any other person or entity to such execution, delivery and performance is required. 16. Ownership and Access to Records and Audits. 16.1 Consultant acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, compiled information, and all similar or related information (whether patentable or not) which relate to Services to the Village which are conceived, developed or made by Consultant during the term of this Agreement ("Work Product") belong to the Village. Consultant shall promptly disclose such Work Product to the Village and perform all actions reasonably requested by the Village (whether during or after the term of this Agreement) to establish and confirm such ownership (including, 7 without limitation assignments powers of attoiney and other instruments) 16 2 Consultant agrees to keep and maintain public records in Consultant s possession or contiol m connection with Consultant s performance under this Agreement Consultant additionally agrees to comply specifically with the piovisions of Section 119 0701 Florida Statutes Consultant shall ensure that public records that are exempt or confidential and exempt fiom public records disclosure requirements are not disclosed except as authorized by law fot the duration of the Agreement and following completion of the Agieement until the records ate transferred to the Village 16 3 Upon request fiom the Village s custodian of public records Consultant shall provide the Village with a copy of the requested tecoids of allow the records to be inspected ea copied within a reasonable time at a cost that does not exceed the cost piovided by Chaptei 119 Flonda Statutes or as otherwise provided by law 16 4 Unless otherwise provided by law any and all iecords including but not limited to reports surveys and other data and documents provided or cleated in connection with this Agreement are and shall remain the property of the Village 16 5 Upon completion of this Agreement 01 in the event of termination by eithei party any and all public records relating to the Agieement 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 deliveied to the Village m a foimat that is compatible with the Village s information technology systems Once the public iecords have been deliveied upon completion 01 termination of this Agreement the Consultant shall destroy any and all duplicate public records that ale exempt of confidential and exempt from public records disclosure iequnements 16 6 Any compensation due to Consultant shall be withheld until all records are received as piovided herein 16 7 Consultant s failure of refusal to comply with the provisions of this section shall result in the immediate termmatron of this Agreement by the Village Section 119 0701(2)('1), Florida Statutes IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS. Custodian of Records: Jennifer Medina Mailing address: 88 West McIntyre Street Key Biscayne, FL 33149 Telephone number: 305-365-5506 Email: 17. Nonassianability. imedina(i kevbiscavne.fl.gov 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 required 9 permits from all jurisdictional agencies to perform the Services under this Agieement at its own expense 21 Waiver 21 1 The failure of eithet 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 Agieement shall not be construed as a waiver of the violation oi bleach oi of any future violation bleach or wrongful conduct 22 Survival of Provisions 22 1 Any terms 01 conditions of either this Agieement that iequne acts beyond the date of the term of the Agieement shall survive termination of the Agieement shall remain m full force and effect unless and until the terms oi conditions aie completed and shall be fully enforceable by either party 23 Prohibition of Contingency Fees 23 1 The Consultant wanants that it has not employed or retained any company of person othei than a bona fide employee working solely for the Consultant to solicit 01 smile this Agreement and that it has not paid or agreed to p'iy any persons) company corporation individual or firm othei than a bona fide employee working solely for the Consultant any fee commission percentage gift or any othei consideration contingent upon 01 resulting from the awaid m making of this Agieement 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] 10 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date written below their signatures. FOR THE CONSULTANT: Florida CDI, LLC, a Florida limited liability company By: N : K .V/N 1-0N Title: Me,Rg Date Executed: l Viii/zort 11 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date written below their signatures. FOR THE VILLAGE: VILLAGE OF KEY BISCAYNE, a Florida municipal corpora ion Attest: Jennter Media, Vill. _e By; Village Attorney Weiss Serota Helfman Cole & Bierman, P.L. Approved as to Form and Legal Sufficiency: 12 By: Andr Agha, Village Manager Date Executed: I J 18 EXHIBIT ` A" SCOPE OF SERVICES Scope of Services aie those contained in the Consultant s proposal attached hereto and incorporated herein by reference Page 13 of 13 ------.—Th CDIEN 1 ACORO CERTIFICATE OF LIABILITY INSURANCE 1/4,----- 11/21/2018 OP ID.13W DATEIMM/DDIYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER IMPORTANT If the certificate holder is an ADDITIONAL INSURED the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) PRODUCER 954 776 2222 Brown & Brown of Florida Inc 1201 W Cypress Creek Rd # 130 P 0 Box 5727 Ft Lauderdale FL 33310 5727 Beth Garcia CIC CONTACT NAME Beth Garcia CIC PHONE 984 776 2222 I FAX 954 776-4446 (A/C N E t) (A/C N 1 ADDRESS INSURERIS) AFFORDING COVERAGE NAIC ft INSURERA Progressive Express Ins Co 10193 INSURED CDI Enterprises LLC Florida CDI LLC Stephanie Terry 3124 NW 16th Terr Pompano Beach FL 33064 INSURER Hartford Fire Insurance Co 19682 INSURERC Twin City Fire Ins Co 29459 INSURER D Tokio Marine America Ins Co 10945 INSURER E INSURER F BE THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSRLT L TYPE OF INSURANCE INSDD SUBR WVD POLICY NUMBER IMOLICYEFF PMIPDYEFF MM!DDNXP I POLJC EXP LIMITS B X COMMERCIAL GENERAL LIABILITY Y 210ESOF7278 06/01/2018 06/01/2019 EACH OCCURRENCE $ 1 000 000 REMI DAMAGETORENTED PREMISES DAEAGETIE 0 m n 1 $ 300 000 CLAIMS MADE X OCCUR MEDEXP(A y p rs 1 $ Excluded PERSONAL 8 ADV INJURY $ 1 000 000 GENERAL AGGREGATE $ 2 000 000 GEN L AGGREGATE POLICY OTHER LIMIT APPLIES JEo PER LOC PRODUCTS COMP/OP AGG $ 2 000 000 $ A AUTOMOBILE _ _ LIABILITY ANY AUTO OWNED AUTOEOS ONLY AURTOS ONLY X _ SCHEDULED AUTOS NON-OWNED ONLYY 039138202 09/07/2018 09/07/2019 COMBINED SINGLE LIMIT (Ea oxidant) $ 1 000 000 BODILY INJURY (P P ) $ BODILY INJURY (P d q $ PROPERTY 10AMAGE $ C X UMBRELLA LIAR EXCESS LIAR X OCCUR CLAIMS MADE 21XSON1377 06/01/2018 06/01/2019 EACH OCCURRENCE $ 3 000 000 AGGREGATE $ 3 000 000 $ DED RETENTION$ WORKERS COMPENSATION AND EMPLOYERS LIABILITY OFFICER/PMEMBER PROPRIETOR/PARTNER/EXECUTIVE (M d t ryi NH) DESCRIPTION OF OPERATIONS I w V/ N N/A STATUTEPER FR EL EACH ACCIDENT $ EL DISEASE EA EMPLOYEE $ EL DISEASE POLICY LIMIT $ D Transportation T060011035 06/01/2018 06/01/2019 Stock/Car See Notes DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101 Adlti I R m r( 5 h d 1 m y b tta h d f m re p q red) Village of Key Biscayne is an additional insured on a primary and non contributory basis with respect to General Liability if required by written contract CERTIFICATE HOLDER CANCELLATION BISCAYN Village of Key Biscayne 88 West McIntyre St Key Biscayne FL 33149 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) O 1988 2015 ACORD CORPORATION All rights reserved The ACORD name and logo are registered marks of ACORD NOTEPAD INSUREDS NAME CD! Enterprises LLC CDIEN 1 OP ID DWR PAGE 2 D, 11/21/2018 Stock/Cargo Limits of Liability International Transit $500 000 any one vessel and connecting conveyances except $100 000 any one vessel - subject to an on deck bill of lading $250 000 any one aircraft and connecting conveyance $10 000 any one package shipped by registered mail/parcel/express post Domestic Inland Transit $100 000 any one conveyance - shipments to/from USA and/or CANADA only $10 000 any one package shipped by registered mail/parcel post/express service hristmas esigners Florida CDI, LLC 3124 NW 16th Terrace Pompano Beaeh•F1•33064 Bill To VILLAGE OF KEY BISCAYNE ATIN: DAVID CARRENO 10 VILLAGE GREEN WAY KEY BISCAYNE, FL 33149 Invoice Date Invoice # 10/25/2018 123655 Ship To VILLAGE OF KEY BISCAYNE 10 VILLAGE GREEN WAY KEY BISCAYNE, FL 33149 P.O. No. Description ROYAL PALM LIGHTING TREE LIGHTING VILLAGE LIGHTING PLEASE NOTE: A charge of 3.5% will be added on credit card payments. Sales tax will be charged when applicable for the total contract price on final invoice. Thank you for your business. Phone # 954-973-4225 Fax # 954-973-0914 Web Site www.christmasdcsigncrsfl.com DUE UPON RECEIPT KL Amount 9,722.00 6,720.00 20,810.00 Total $37,252.00 Payments/Credits $0.00 Balance Due $37,252.00