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
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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.
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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
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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
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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
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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
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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
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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.
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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
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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
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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.]
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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
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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.
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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
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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