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HomeMy Public PortalAbout2019 HNTB Corporation.pdfPROFESSIONAL SERVICES AGREEMENT BETWEEN , 1 HE VILLAGE OF KEY BISCAYNE AND HNTB CORPORATION THIS AGREEMENT (this "Agreement") is made effective as of the 3rd day of January , 2019 (the "Effective Date"), by and between the VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation, whose principal address is 88 West McIntyre Street, Key Biscayne, Florida 33149 (hereinafter the "Village"), and IINTB Corporation, a Delaware Corporation, whose address is 161 NW 6th Street, Miami, FL 33136 (hereinafter the " Consultant"). WHEREAS, the Consultant will perform Transportation Planning & Engineering services on behalf of the Village, as further set forth in the Proposal dated December 12,2018, attached hereto as Exhibit "A" regarding the provision of professional traffic engineering services (the "Services"); and WHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon hourly rates and a not to exceed fee for 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 agree as follows: 1. Scope of Services. 1.1 Consultant shall provide the Services regarding the Ultra Music Festival ("Project") set forth in the Proposal attached hereto as Exhibit "A" and incorporated herein by reference. 1 2 Consultant shall furnish all reports, documents, information obtained pursuant to this Agreement, and recommendations during the term of this Agreement (hereinafter "Deliverables"). 2. Term/Commencement Date. 2.1 This Agreement shall become effective upon the Effective Date and shall remain in effect for twelve (12) months thereafter, unless earlier terminated in accordance withParagraph 8. 2.2 Consultant agrees that time is of the essence and Consultant shall complete the Services within the term of this Agreement, unless Page 1 of 16 extended by the Village Manager. 3. Compensation and Payment. 31 Compensation for Services provided by Consultant shall be in accordance with the Proposal attached hereto as Exhibit "A". Compensation pursuant to this Agreement for the Services shall not exceed $35,000.00 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 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 for all undisputed amounts in accordance with the Florida Prompt Payment Act after approval and acceptance of the Services by the Village Manager. If the Village objects to any invoice submitted by the Consultant, the Village shall so advise the Consultant in writing giving reasons therefore within fourteen (14) days of the Village's receipt of an invoice. 4. Subconsultants. 41 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 subconsultants with the prior written approval of the Village Manager, which approval shall be granted or withheld in the Village Manager's sole and absolute discretion. 5. Village's Responsibilities. 5.1 Village shall make available any maps, plans, existing studies, reports, staff and representatives, and other data pertinent to the Services and in possession of the Village, and provide criteria requested by Consultant to assist Consultant in performing the Services. The Consultant shall have the right to rely upon any information provided to the Consultant by the Village in the performance of the Services under this Agreement. Page 2 of 16 5.2 Upon Consultant's request, Village shall reasonably cooperate in arranging access to public information that may be 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 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 Village requests and are to the extent caused by the Consultant's negligence or intentional conduct, 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 ofInterest. 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.), federal government or its agencies, state or local governments, or regulatory agencies with any current, or foreseeable, adversarial issues in the Village regarding the Project. 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 Prior to termination, Village and Consultant designated representatives may enter into dispute resolution negotiations regarding the cause, if any cause, for the termination. Such dispute negotiations shall take place at least five (5) days prior to effective date of termination 8 3 Upon receipt ofthe Village's written notice of termination, Consultant Page 3 of 16 shall immediately stop work on the project unless directed otherwise by the Village Manager. 8.4 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 5. 8.5 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 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, and agents 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 and may be increased by the Village, as it deems necessary or prudent. a. Commercial General Liability coverage with limits of liability of not less than a $1,000,000 per Occurrence and annual aggregate 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 Liability Aggregate limit shall be in the amount of $2,000,000 each occurrence and annual aggregate. b. Workers Compensation and Employer' s Liability insurance, to apply for all employees for statutory limits as required by applicable State and Federal laws. The policy(ies) must include Employer's Liability with minimum limits of $1,000,000.00 each accident. No employee, subcontractor or agent of the Consultant Page4of16 shall be allowed to provide Services pursuant to this Agreement who is not covered by Worker's Compensation insurance. c. Business Automobile Liability with minimum limits of $1,000,000 combined single limit per accident for Bodily Injury and Property Damage. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Service Office, and must include Owned, Hired, and Non -Owned Vehicles. d. Professional Liability Insurance in an amount of not less than One Million Dollars ($1,000,000.00) per claim. 9.2 Certificate of Insurance. Certificates of Insurance shall be provided to the Village, reflecting the Village as an Additional Insured (except with respect to Professional Liability Insurance and Worker's Compensation Insurance), no later than ten (10) days after award of this Agreement and prior to the execution of this Agreement by Village and prior to commencing Services Each certificate shall include no less than (30) thirty -day advance written notice to Village pnor to cancellation, non - renewal, 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. 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, non -renewed, or material change. Acceptance of the Certificate(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 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 Page 5 of 16 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. 9.4 Deductibles. All deductibles or self -insured 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 in the event of any claim. 9.5 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. Attorneys' Fees and Waiver of Jury Trial. 11.1 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. 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 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, to the extent caused by the Consultant's negligent acts, errors, or omissions arising out of the performance or non-performance of any provision of this Agreement, including, but not limited to, liabilities arising from contracts Page 6 of 16 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 negligent performance or non- performance of this Agreement. 12.2 The provisions of this section shall survive termination of this Agreement. 13. Notices/Authorized Representatives. 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: Andrea Agha Village Manager Village of Key Biscayne 88 West McIntyre Street Key Biscayne, FL33149 With a copy to: Chad Friedman, Esq. Village Attorney Weiss Serota Helfman Cole & Bierman, P.L. 2525 Ponce de Leon Blvd., Suite 700 Coral Gables, FL 33134 For the Consultant: Rafiq Alqasem, P.E., PTOE Vice President HNTB Corporation 161 NW 6th Street, Suite 1000 Miami, FL 33136 14. Governing Law and Venue. 14.1 This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. Venue for any proceedings arising out of this Agreement shall be proper exclusively in Miami -Dade County, Florida. 15. Entire Agreement/Modification/Amendment. 15.1 This writing contains the entire Agreement of the parties and supersedes any prior oral or written representations. No representations were made or relied upon by either party, other than those that are expressly set forth herein. 15.2 No agent, employee, or other representative of either party is empowered Page 7 of 16 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. Ownershin 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 (`Mork 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). 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, and following completion of the Agreement until the records are transferred to the Village. 16.2 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 119, Florida Statutes, or as otherwise provided by law 16.3 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. Page 8 of 16 16.4 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. 16.5 Any compensation due to Consultant shall be withheld until all records are received as provided herein. 16.6 Consultant's failure or refusal to comply with the provisions ofthis section shall result in the immediate termination ofthis Agreement by the Village. Notice Pursuant to Section 119.0701(21W. Florida Statutes IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS. Custodian of Records: JenniferMedina Mailing address: 88 WestMcIntyre Street Key Biscayne, FL 33149 Telephone number: 305-365-5506 Email: jmedina(a�keybiscavne.fl.gov 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. 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 Page 9 of 16 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 permits from all jurisdictional agencies to perform the Services under this Agreement at its own expense. 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 ofthis Agreement shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct. 22. Survival ofProvisions. 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 Page 10 of 16 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. Signature pages follow.] Page 11 of 16 DocuSign Envelope ID B305E41 C-E916-46E5-B427-66AEDD69C21 E IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date written below their signatures. FOR THE CONSULTANT: HNTB Corporation, a Delaware Corporation By - Gustavo F Pego Title Vice President 1/21/2019 Date Executed• rDocuSigned by negsar8cso"D4IB Name IN WITNESS WHEREOF the parties hereto have executed this Agreement on theday and date first above written. FOR THE VILLAGE: ATTEST: By Jen er Me• a V' age Clerk, CMC Approved as to Form and Legal Sufficiency: By: Weiss Serota Helfman Cole Bierman, Village Attorney VILLAGE OF KEY BISCAYNE, a Florida municipal corporation By: Andrea Ag (a Village Manager Date Executed Page 13 of 16 EXHIBIT "A" SCOPE OF SERVICES Scope of Services are those contained in the Proposal dated hereto and incorporated herein by reference December 12, 2018, attached. Page 14 of 16 HNTB Corporation The HNTB Companies Date 12/12/2018 161 NW 6`h Street Suite 1000 Miami, FL 33136 Jake Ozyman, PE Director of Public Works The Village of Key Biscayne 88 West McIntyre Street, Key Biscayne, FL 33149 Dear Mr. Ozyman, Telephone (305) 551-8100 www hntb.com Per our telephone conversation, this letter confirms I-INTB's interest in providing Transportation Planning & Engineering services including Traffic and Parking to the Village of Key Biscayne on as needed basis The services to be provided to Key Biscayne will be detailed in separate T ask Orders. Each Task Order will have a detailed scope and a budget estimated based on the number of hours and the billing rates shown in the table below. The budget will also include estimated expenses which will be clearly documented in the estimate. TRANSPORTATION TRAFFIC ENGINEERING STAFF POSITION AND RATE PER HOUR Position Title Billed Rate per Hour Principal $300.00 Sr. Project Manager $275.00 Sr. Transportation Engineer $250.00 Chief Planner $210.00 Sr. Engineer $195.00 Sr. Traffic Engineer $195.00 Sr Planner $180.00 Engineer / Traffic Engineer $135 .00 Planner $115.00 Engineering Intern $95.00 Sr CAD Technician $95 00 CAD Technician $75.00 Clerical $75 00 Administrative Assistant $75.00 Page 2 of 2 Please let me know if you have any questions or if you need additional information On behalf ofHNTB, we sincerely look forward to working with you and the Village of Key Biscayne on this and otl l er future proj ects. Best regard Ra ‘1,3.-.E , PTOE Vice Pr ident