HomeMy Public PortalAbout2020 KCI Technologies Agreement for Fernwood Road Parking Improvements Project.pdfPROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
KCI TECHNOLOGIES, INC.
THI AGREEMENT (this "Agreement") is made effective as of the ( R day of
NOV-er►n' e ( , 2020 (the "Effective Date"), by and between the VILLAGE OF
KEY BISCAYNE, FLORIDA, a Florida municipal corporation, (the "Village"), and KCI
TECHNOLOGIES, INC., a Florida Corporation (hereinafter, the "Consultant").
WHEREAS, the Village desires certain PERIODIC CONSTRUCTION
OBSERVATION SERVICES FOR FERNWOOD ROAD PARKING IMPROVEMENTS
PROJECT; and
WHEREAS, the Consultant will perform services on behalf of the Village, all as further
set forth in the Proposal dated October 29, 2020, 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 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 set forth in the Proposal attached hereto as Exhibit
"A" and incorporated herein by reference (the "Services").
1.2. Consultant shall furnish all reports, documents, and information obtained pursuant to this
Agreement, and recommendations during the term of this Agreement (hereinafter
"Deliverables") to the Village.
2.
Term/Commencement Date.
2.1. The term of this Agreement shall be from the Effective Date through twelve (12) months
thereafter, unless earlier terminated in 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.
Contract No. 2021-04 Page 1 of 10
3.
Compensation and Payment.
3.1. Compensation for Services provided by Consultant shall be in accordance with the Proposal
attached hereto as Exhibit "A." Consultant shall be compensated a per time and
material bases, in the total amount not to exceed of $26,756.75.
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.
3.3. Contractor's invoices must contain the following information for prompt payment:
3.3.1. Name and address of the Consultant;
3.3.2. Purchase Order number;
3.3.3. Contract number;
3.3.4. Date of invoice;
3.3.5. Invoice number (Invoice numbers cannot be repeated. Repeated invoice numbers
will be rejected);
3.3.6. Name and type of Services;
3.3.7. Timeframe covered by the invoice; and
3.3.8. Total value of invoice.
Failure to include the above information will result in the delay of payment or rejection of
the invoice. All invoices must be submitted electronically to payablesc keybiscayne.fl.gov.
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 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,
Contract No. 2021-04 Page 2 of 10
and provide criteria 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 required for Consultant to perform the Services.
6. Consultant's Responsibilities; Representations and Warranties.
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, 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. Consultant further warrants
and represents that it has the required knowledge, expertise, and experience to perform the
Services and carry out its obligations under this Agreement in a professional and first class
manner.
6.3. The 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.
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 current, or 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, 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
accepted by the Village Manager up to the date of termination, provided that the
Consultant has first complied with the provisions of Paragraph 8.4.
Contract No. 2021-04 Page 3 of 10
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 and may be increased by the Village as it deems necessary
or prudent.
9.1.1. 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.
9.1.2. 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 shall be allowed
to provide Services pursuant to this Agreement who is not covered by Worker's
Compensation insurance.
9.1.3. 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.
9.1.4. Professional Liability Insurance in an amount of not less than One Million Dollars
($1,000,000.00) per occurrence, single limit.
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
Contract No. 2021-04 Page 4 of 10
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.
9.3. 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 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. 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 will 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,
Contract No. 2021-04 Page 5 of 10
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, 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. Nothing herein is intended to serve as a waiver of sovereign immunity by the
Village nor shall anything included herein be construed as consent to be sued by third
parties in any matter arising out of this Agreement or any other contract. The Village is
subject to section 768.28, Florida Statutes, as may be amended from time to time.
12.3. The provisions of this section shall survive termination of this Agreement.
13. Notices/Authorized Representatives. 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 addresses listed on the signature
page of this Agreement or such other address as the party may have designated by proper
notice.
14. Governing Law and Venue. 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 to modify
or amend the terms of this Agreement, unless executed with the same formality as this
document.
16. Ownership and Access to Records and Audits.
16.1. 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
Contract No. 2021-04 Page 6 of 10
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. The Village
Manager or her designee shall, during the term of this Agreement and for a period of three
(3) years from the date of termination of this Agreement, have access to and the right to
examine and audit any records of the Consultant involving transactions related to this
Agreement. 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.
16.3. 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.
16.4. 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.
16.5. 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.
16.6. Any compensation due to Consultant shall be withheld until all records are received
as provided herein.
16.7. 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.
16.8. Notice Pursuant to Section 119.0701(2)(a), Florida Statutes. IF THE
CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
Contract No. 2021-04 Page 7 of 10
RELATING TO THIS AGREEEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS.
Custodian of Records: Jocelyn Brewster Koch
Mailing address: 88 West McIntyre Street
Key Biscayne, FL 33149
Telephone number: 305-365-5506
Email: ikoch ar keybiscayne.fl.2ov
17. Nonassignability. 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. 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. 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. 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. 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. 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. 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
Contract No. 2021-04 Page 8 of 10
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. 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. 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.
26. Conflicts. In the event of a conflict between the terms of this Agreement and any exhibits or
attachments hereto, the terms of this Agreement shall control.
[Remainder of page intentionally left plank. Signature pages follow.]
Contract No. 2021-04 Page 9 of 10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year as first
stated above.
VILLAGE OF KEY BISCAYNE CONSULTANT
By:
Andrea Agha
Village Manager
Attest:
By:
Jocelyn trewster och
Village Clerk
Approved as to form and legal sufficiency:
By:
Weiss Serota Helfman Cole & Bierman, P.L.
Village Attorney
Addresses for Notice:
Village of Key Biscayne
Attn: Village Manager
88 West McIntyre Street
Key Biscayne, FL 33149
305-365-5514 (telephone)
305-365-8936 (facsimile)
aagha@keybiscayne.fl.gov (email)
B‘ Joe Gomez. PE
Name: Jose (Joe) L. Gomez
CM/CEI Practice Leader
Title:
KCI Technologies, Inc.
Enti
Army -
Addresses for Notice:
(telephone)
(facsimile)
(email)
With a copy to: With a copy to:
Weiss Serota Helfman Cole & Bierman, P.L.
Attn: Chad Friedman, Esq.
Village of Key Biscayne Attorney
2525 Ponce de Leon Boulevard, Suite 700
Coral Gables, FL 33134 (telephone)
cfriedman@wsh-Iaw.com (email) (facsimile)
(email)
Contract No. 2021-04 Page 10 of 10
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KCI
ISO 9001:2015 CERTIFIED
ENGINEERS • PLANNERS • SCIENTISTS • CONSTRUCTION MANAGERS
5835 Bhp Lagoon Drive. Suite 303 • Miami. FL 33126 • Phone 305.477.7667
October 29, 2020
Jake Ozyman, PE, Env SP, CFM
Director of Public Works
Village of Key Biscayne
88 W McIntyre Street
Key Biscayne, Florida 33149
RE: Fernwood Road Parking Improvements
Construction Observation Services
Key Biscayne, Florida
Dear Mr. Ozyman:
Pursuant to our various discussions regarding the Fernwood Road Parking Improvement project, our
review of the site and construction plans, we are pleased to submit the attached proposal . The
following items are contained herewith for your review and approval as follows:
• Scope of Services to perform Construction Observation
• Staff Hour Estimate and Fee Proposal
The following assumptions were made to develop our estimate:
• Sr. Inspector will meet daily with the Contractor and observe construction of the improvements
with 1 hour in the AM and 1 hour in the PM for a total of 10 hours per week.
• We believe the efficiencies can be obtained given the same Contractor that will be performing
the Safe Routes to School (SRTS) project will be performing Fernwood Road as well.
• We have assumed a duration, given the scope of work, of 4 months to complete.
• We have allotted 16 hours total for a Project Administrator to provide any closing
documentation necessary and/or provide guidance to the Senior Inspector.
• We anticipate a Notice to Proceed (NTP) of November 16, 2020 to coincide with the start of the
SRTS project.
As always, we thank you for the opportunity and we look forward to successful completion of this
project. Feel free to contact me if you have any questions.
With Kind Regards,
KCI TECHNOLIGIES, INC.
Joe L. Gomez, PE
CM/CEI Practice Leader
Approved by: Jake Ozyman, PE, Env SP, CFM
Approval Date:
CC: Dianne Fantecchi / Jorge Ortiz, PE / Ramon Liana, El / Erick Colon
Employee -(honed Since 1988
RISE TO THE CHALLENGE
W WW.KC1. COM
EXHIBIT "A"
SCOPE OF SERVICES
The Scope of Services are those contained in the Proposal dated October 29, 2020, attached hereto
and incorporated herein by reference.
Contract No. 2021-04 Exhibit A
EXHIBIT - A
VILLAGE OF KEY BISCAYNE
FERNWOOD ROAD PARKING IMPROVEMENTS
CONSTRUCTION OBSERVATION SERVICES
Task Work Order Worksheet
KCI TECHNOLOGIES, INC.
October 24, 2020
TASK DESCRIPTION / ACTIVITY
CLASSIFICATION AND RATES
Payroll
Total
Total
Classification
SPE
PA/CSS
RCS (MORE)
SI
Work
Labor Costs
Contract- Hourly Rates
$184.30
$138.23
574.11
577.50
Hours
CEI INSPECTION SERVICES
Includes Pre Construction, Inspection and Project
Closeout
16.00
165.00
0.00
0.00
181,00
$25,756.75
Total Workhours
16.00
165.00
0.00
0.00
181.00
Sub -Total Dollars- KCI
$25,756.75
Materials Testing/Geo - Terracon
51,000.00
Total Dollars'
$26,756.75
525,756.75
EXHIBIT 1
FERNWOOD ROAD
PARKING IMPROVEMENTS
CONSTRUCTION OBSERVATION SERVICES
KCI will provide Construction Observation(CO) services that consist of the following:
Construction Activities
• Review Contractor's work performance daily by Senior Inspector during the AM and PM.
• Address any issues the Contractor may have with interpreting the plans or specifications.
• Provide weekly photos of the job progress along with a weekly summary report.
• Use the services of our designated Testing Company, Terracon, on an "As -Needed"
basis to perform density, compaction or slump test, as required.
Closeout
• Provide Punchlist to the Contractor prior to final completion.
• Perform final walk-through with the Contractor.
• Provide final summary report closing out the project and certifying it complete.
Items Not Included in the Construction Observation Services
• Daily Work Reports
• Shop Drawing Reviews
• Request for Information (RFI) Logs
• Density Tests
Exhibit "A"
Estimated Staffing for CEI Services
FERNWOOD ROAD PARKING IMPROVEMENTS
POSITION
2020-21
TOTALS
Months
Manhours
Nov
Dec
Jan
Feb
Project Administrator/CSS (KCI)
_
0.10
0.10
16.00
Senior Inspector (KCI)
0.25
0.25
0.25
0.25
1.00
165.00
0.00
0.00
0.00
0.00
Subtotal Staff -Months
0.25
0.25
0.25
0.35
0.00
0.00
0.00
0.00
0.00
1.10
181.00
I
I
Estimated Start Date:
Estimated Duration (Days):
Estimated Duration (Months):
Estimated Completion Date:
Nov -20
120 Calendar Days (Based on Construction Observation of 2 hours per day)
4 Months (16 Weeks)
Feb -21