HomeMy Public PortalAbout2017 Agreement.pdfPROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
JRD & ASSOCIATES, INC.
THIS AGREEMENT (this "Agreement") is made effective as of the _23 day of
March , 2017 (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 JRD &
ASSOCIATES, INC., a Florida corporation, whose principal address is 5001 SW 74 Court,
Suite 207, Miami, Florida 33155 (hereinafter the "Consultant").
WHEREAS, the Consultant has submitted a proposal for the Services (as hereinafter
defined); and
WHEREAS, the Consultant will perform a permit fee rate study for the Village, as
further described on Exhibit "A" attached hereto (the "Services"); and
WHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a
fee for the Services as set forth in Exhibit "A;" and
WHEREAS, the Village desires to engage the Consultant to perform the Services and
provide the deliverables as set forth in Exhibit "A."
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the Consultant and the Village agree as follows:
1. Scope of Services.
1.1. The Consultant shall furnish the Services and provide deliverables as
described in Exhibit "A."
2. Term/commencement Date
2.1 This Agreement shall become effective upon the Effective Date and shall
remain in effect for twelve (12) months, unless earlier terminated in
accordance with Paragraph 8. The Village Manager shall have the
authority to grant a one-time six (6) month extension to this Agreement.
2.2 Consultant agrees that time is of the essence and Consultant shall
complete the Services, including deliverables, by the first budget hearing
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in September 2017 within a reasonable time frame, unless extended by the
Village Manager.
3. Compensation and Payment.
3.1 Compensation for the Services provided by Consultant shall be in
accordance with the fees set forth in the Exhibit "A."
3.2 Consultant shall deliver an invoice to Village no more often than once per
month detailing Services completed and the amount due to Consultant under
this Agreement. Fees shall be paid in arrears each month, pursuant to
Consultant's invoice, which shall be based upon the percentage of work
completed for each task invoiced. The Village shall pay the Consultant in
accordance with the Florida Prompt Payment Act after approval and
acceptance of the Services by the Village Manager.
4. Subconsultants.
4.1 The Consultant shall be responsible for all payments to any subconsultants
and shall maintain responsibility for all work related to the Project.
4.2 Consultant may only utilize the services of a particular subconsultant with
the prior written approval of the Village Manager, which approval may be
granted or withheld in Village Manager's reasonable discretion.
5. Village's Responsibilities
5.1 Village shall make available any maps, plans, existing studies, reports and
other data pertinent to the Services and in possession of the Village.
5.2 Upon Consultant's request, Village shall reasonably cooperate in
arranging for access to any real property as required for Consultant to
perform the Services.
6. Consultant's Responsibilities
6.1 The Consultant shall exercise the same degree of care, skill and diligence
in the performance of the Services for the project as is ordinarily provided
by a consultant under similar circumstances. If at any time during the
term of this Agreement , it is determined that the Consultant's deliverables
or services are incorrect, not properly rendered, defective, or fail to
conform to the Services for the project, upon written notification from the
Village Manager, the Consultant shall at Consultant's sole expense,
immediately correct its deliverables or Services.
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6.2 The Consultant hereby warrants and represents that at all times during the
term of this Agreement it shall maintain in good standing all required
licenses, certifications and permits required under Federal, State and local
laws applicable to and necessary to perform the Services for Village as an
independent contractor of the Village.
7. Conflict of Interest.
7.1 To avoid any conflict of interest or any appearance thereof, Consultant
shall not, for the term of this Agreement, provide any consulting services
to any private sector entities (developers, corporations, real estate
investors, etc.), with any adversarial issues in the Village.
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 termination, Consultant
shall immediately stop work on the project unless directed otherwise by
the Village Manager.
8.3 In the event of termination by the Village, the Consultant shall be paid for
all work performed up to the date of termination.
8.4 The Consultant shall transfer all books, records, reports, working drafts,
documents, maps, and data pertaining to the Services and the project to the
Village, in a hard copy and electronic format within fourteen (14) days
from the date of the written notice of termination or the date of expiration
of this Agreement.
9. Insurance.
9.1 Consultant shall secure and maintain throughout the duration of this
Agreement insurance of such 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, 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
Consultant's insurance. The insurance coverages shall include at a
minimum the amounts set forth in this Section 9 and may be increased by
the Village as it deems necessary or prudent.
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9.2 Commercial General Liability coverage with limits of liability of not less
than a $1,000,000 per Occurrence combined single limit 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.
9.3 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 $500,000.00 each accident. No employee,
subcontractor or agent of the Consultant shall be allowed to provide
Services pursuant to this Agreement who is not covered by Worker's
Compensation insurance.
9.4 Business Automobile Liability with minimum limits of $1,000,000 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 Service Office, and
must include Owned, Hired, and Non -Owned Vehicles.
9.5 Professional Liability Insurance in an amount of not less than One Million
Dollars ($1,000,000.00) per occurrence, single limit.
9.6 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 on any Project. 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. 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. The Village reserves the right to inspect and
return a certified copy of such policies, upon written request by the
Village. If a policy is due to expire prior to the completion of the
Services, renewal Certificates of Insurance shall be furnished thirty (30)
calendar days prior to the date of their policy expiration. Each policy
certificate shall be endorsed with a provision that not less than thirty (30)
calendar days' written notice shall be provided to the Village before any
policy or coverage is cancelled or restricted. Acceptance of the
Certificate(s) is subject to approval of the Village.
9.7 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
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.
9.8 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.
9.9 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.
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.
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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, arising
from 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. 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 performance or non-performance of
this Agreement.
12.2 The provisions of this section shall survive termination of this Agreement.
13. Notices/Authorfzed Representatives.
13.1 Any notices required by this Agreement shall be in writing and shall be
deemed to have been properly given if transmitted by hand -delivery, by
registered or certified mail with postage prepaid return receipt requested,
or by a private postal service, addressed to the parties (or their successors)
at the following addresses:
For the Village:
John C. Gilbert
Village Manager
Village of Key Biscayne
88 West McIntyre Street
Key Biscayne, FL 33149
With a copy to: Stephen J. Helfman, Esq.
Village Attorney
Weiss Scrota Helfman Pastoriza Cole & Boniske, P.L.
2525 Ponce de Leon Blvd., Suite 700
Coral Gables, Florida 33134
For The Consultant: Jorge R. Duyos
5001 SW 74 Court
Suite 207
Miami, Florida 33155
14. Governing Law.
14.1 This Agreement shall be construed in accordance with and governed by
the laws of the State of Florida. Venue for any litigation arising out of this
Agreement shall be proper exclusively in Miami -Dade County, Florida.
15. Entire Agreement/Modification/Amendment.
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15.1 This writing contains the entire Agreement of the parties and supercedes
any prior oral or written representations. No representations were made or
relied upon by either party, other than those that are expressly set forth
herein.
15.2 No agent, employee, or other representative of either party is empowered
to modify or amend the terms of this Agreement, unless executed with the
same formality as this document.
15.3 Consultant represents that is an entity validly existing and in good
standing under the laws of Florida. The execution, delivery and
performance of this Agreement by Consultant have been duly authorized,
and this Agreement is binding on Consultant and enforceable against
Consultant in accordance with its terms. No consent of any other person
or entity to such execution, delivery and performance is required.
16. Ownership and Access to Records and Audits.
16.1 Consultant acknowledges that all inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports and all
similar or related information (whether patentable or not) which relate to
Services to the Village which are conceived, developed or made by
Consultant during the term of this Agreement ("Work Product") belong to
the Village. Consultant shall promptly disclose such Work Product to the
Village and perform all actions reasonably requested by the Village
(whether during or after the term of this Agreement) to establish and
confirm such ownership (including, without limitation, assignments,
powers of attorney and other instruments).
16.2 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.
16.4 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.
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16.5 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.
16.6 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 Microsoft Office suite of
products. 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.
16.7 Any compensation due to Consultant shall be withheld until all records are
received as provided herein.
16.8 Consultant's failure or refusal to comply with the provisions of this
section shall result in the immediate termination of this Agreement by the
Village.
Section 119.0701(2)(a), 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:
17. Nonassignability.
Conchita H. Alvarez, MMC
Village Clerk
Phone: (305) 365-5506
Fax: (305) 365-8914
Email: calvarez@keybiscayne.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.
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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
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 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,
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other than a bona fide employee working solely for the Consultant, any
fee, commission, percentage, gift, or any other consideration, contingent
upon or resulting from the award or making of this Agreement.
24. Public Entity Crimes Affidavit
24.1 Consultant shall comply with Section 287.133, Florida Statutes (Public
Entity Crimes Statute), notification of which is hereby incorporated herein
by reference, including execution of any required affidavit.
25. Counterparts
25.1 This Agreement may be executed in several counterparts, each of which
shall be deemed an original and such counterparts shall constitute one and
the same instrument.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
written below their signatures.
CONSULTANT:
JRD & ASSOCIATES, INC., a Florida
corporation
By:
Name: Jorge R. Duyos
Title: President
Date Executed: 3/23/17
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IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and date first above written.
VILLAGE:
VILLAGE OF KEY BISCAYNE, a
Florida municipal corporation
Atte
l
onchita va'rea,-+illa,1- Clerk, MMC
*oR
Approved as to Form and Legal Sufficiency:
Village Attorney
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Exhibit A
Task 1— Assess financial impact of recent building permit fee changes by analyzing renovation
permits issued from 2/25/17 — 5/31/17. Present findings from this assessment at the June Council
budget workshop. $4,800
Task 2 — Assess the actual costs of providing permit -related services by the Building, Zoning,
Planning, Public Works and Fire Rescue Department. $7,800
Task 3 - Identify and recommend changes, additions and deletions to the existing fee schedule of
the Building, Zoning, Planning, Public Works and Fire Rescue Department that accurately reflect
the actual costs associated of providing fee -related services. $6,675
Task 4 — Develop a cost allocation methodology to capture support costs from Village
departments for building permit activities. Apply these costs to the aforementioned fees and
create a comprehensive fee schedule. $7,500
Task 5 — Conduct an analysis of like permit fees from comparable municipalities in Miami -Dade
County. $4,200
Task 6 — Project future revenue based on the proposed fee schedule. $2,100
Task 7 — Develop a strategy for decreasing existing and future building permit surpluses. $1,200
Task 8 — Present a draft report detailing all results, findings, and recommendations. $9,000
Task 9 — Present a final report detailing all results, findings, and recommendations. $4,200
Task 10 — Present proposed fee schedule to the construction industry at a dedicated industry
meeting. $1,200
Task 11— Present findings and recommendations to City management and at the first Village
budget hearing. $1,200