HomeMy Public PortalAbout2005 Agreement.tifRESOLUTION NO. 2005-26
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA; APPROVING
AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
SWA GROUP, INC. (THE "CONSULTANT") AND THE
VILLAGE OF KEY BISCAYNE, CONCERNING URBAN
DESIGN PLANNING SERVICES RELATED TO THE
VILLAGE'S VISION PLAN; AUTHORIZING VILLAGE
MANAGER TO EXECUTE THE AGREEMENT BETWEEN
THE VILLAGE AND THE CONSULTANT; PROVIDING FOR
EFFECTIVE DATE.
WHEREAS, the Vision Plan and Evaluation and Appraisal Report Committee of the Village
has requested that SWA Group, Inc., be retained to provide urban design imaging service for the
Village in coordination with the Vision Plan services which are being provided to the Village by the
Village's other planning consultant, Wallace, Roberts and Todd; and
WHEREAS, the Village Council finds that the approval of the proposed Professional
Services Agreement between the Village and SWA Group, Inc. (the "Consultant"), is in the best
interest of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF KEY
BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. That each of the above -stated recitals are hereby
adopted and confirmed.
Section 2.
Services Authorized, Specification of Funds. That the urban design
planning services to be provided by Consultant to the Village are hereby authorized, as described in
the Professional Services Agreement which is attached hereto and in the Village Manager's
Memorandum which accompanies this Resolution, in accordance with the funding source and
amount identified in such Memorandum.
VILLAGE ATTORNEY
Section 3. Agreement Approved. That the Professional Services Agreement (the
"Agreement") between the Village and the Consultant, in substantially the form attached hereto, is
hereby approved, and the Village Manager is hereby authorized to execute such Agreement on behalf
of the Village, once approved by the Village Attorney as to form and legal sufficiency.
Section 4. Implementation. That the Village Manager is hereby authorized to take
any and all action necessary to implement the purposes of this Resolution and the Agreement.
Section 5. Effective Date. That this Resolution shall be effective immediately upon
adoption hereof.
PASSED AND ADOPTED this 14th day of June, 2005.
MAYOR ROBERT OLDAKOWSKI
CHITA H. ALVAREZ, CMC, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIE
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VILLAGE OF KEY BISCAYNE
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into as of the 2nd day of June, 2005, by and
between the VILLAGE OF KEY BISCAYNE (the "VILLAGE") and SWA GROUP, INC., a
California corporation authorized to do business in Florida, (the "CONSULTANT").
RECITALS:
The VILLAGE wants to engage the CONSULTANT to perform certain professional
planning services consisting of urban design imaging service for the VILLAGE, as specifically
described in the Scope of Services which is provided in Exhibit "A" to this Agreement (the
"Specified Services"). The CONSULTANT wants to provide such Specified Services.
In consideration of the mutual covenants set forth in this Agreement, the parties agree as
follows:
1. SCOPE OF SERVICES
A. The CONSULTANT agrees to perform the Specified Services upon written request
from the Village Manager.
B. CONSULTANT shall expend all necessary efforts to competently and professionally
complete all tasks in accordance with a schedule to be approved by the Village Manager.
C. VILLAGE shall provide the information listed below in a. - d. of this paragraph C as
required for performance of the Specified Services. Should CONSULTANT be required to provide
services in obtaining or coordinating compilation of this information, such services shall be charged
as Extra Services. CONSULTANT assumes no responsibility for the accuracy of such information,
may rely on the accuracy of such information, and shall not be liable for error or omissions therein.
a. VILLAGE plans in digital format;
b. All background studies and analysis information prepared by Wallace,
Roberts and Todd (the "WRT") for the VILLAGE;
c. Vision Statement; and
d. Overhead aerial photographs at controlled scale.
D. CONSULTANT shall perform additional services (the "Extra Services") beyond the
Specified Services, but within its expertise, if requested by the Village Manager, at compensation
which is first mutually agreed to in writing, based on the hourly rates set forth in Part IV of Exhibit
2. FEES FOR SERVICES
A. As full compensation for satisfactory performance of the Specified Services,
the CONSULTANT agrees to charge and shall be paid by the Village, in accordance with the Fee
Estimate set forth in Exhibit "C," for a total fee not to exceed EIGHTY TWO THOUSAND
($82,000.00) DOLLARS. Fees shall be paid in arrears each month, pursuant to monthly invoice,
based upon the percentage of work completed for each task invoiced. Invoices shall be promptly
processed for payment by Village pursuant to the Florida Prompt Payment Act.
B. Reasonable and necessary travel expenses of CONSULTANT, not to exceed
a total of TEN THOUSAND ($10,000.00) DOLLARS, shall be reimbursed by VILLAGE.
C. Additionally, the VILLAGE shall reimburse CONSULTANT's expenses for
certain miscellaneous items, approved by the Village Manager, up to a total of THREE
THOUSAND ($3,000.00) DOLLARS. This will include copies of drawings, specifications,
reports and cost estimates, xerography and photographic reproduction of drawings and other
documents furnished or prepared in connection with the work of this Contract, cost of postage and
shipping expenses other than first class mail, long distance telephone and telegraph charges, and
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photographic services, film and processing.
3. TERM
The duration of the term of this Agreement shall commence upon execution hereof and is
for an initial term of eight (8) months, commencing on June 2, 2005 and ending on February 1,
2006, unless extended by the Village Manager or earlier terminated pursuant to paragraph 8.
4. RECORDS
All original sketches, tracings, drawings, computations, details, reports, calculations, work
papers and other documents and plans that result from the CONSULTANT providing Specified
Services or any additional services hereunder shall be the property of the VILLAGE for use in the
VILLAGE's Vision Plan. Upon termination of this Agreement or upon request of the VILLAGE
during the term of this Agreement, any and all such documents shall be delivered to the VILLAGE
by the CONSULTANT, provided VILLAGE has paid CONSULTANT for all accrued fees and
expenses for professional services rendered. All work products shall be provided to VILLAGE in
paper and digital.
In consideration of CONSULTANT's agreement to relinquish ownership of its instruments
of professional service to VILLAGE pursuant to the terms of this Agreement, VILLAGE agrees, to
the fullest extent permitted by Section 768.28, Florida Statutes, to hold harmless and indemnify
CONSULTANT from and against all claims, liabilities, losses, damages, and costs, including but
not limited to reasonable attorney's fees, arising out of or in any way connected with the conversion,
modification, misinterpretation, misuse, or reuse by VILLAGE or others (who are authorized by
VILLAGE) of the instruments of professional service provided by CONSULTANT under this
Agreement, including those provided in electronic form. The foregoing indemnification applies,
without limitation, to any use of the urban design documentation on other projects, for additions to
this urban design project, or for completion of this project by others (who are authorized by
VILLAGE) excepting only such use as may be authorized in writing by CONSULTANT.
5. INSURANCE
A. The CONSULTANT shall at all times carry comprehensive general liability and
contractual liability insurance, professional liability insurance, workers' compensation insurance (if
applicable), and automotive liability insurance, with minimum policy limits for each coverage in
the amount of at least Five Hundred Thousand ($500,000.00) Dollars per occurrence, combined
single limit, for property damage and bodily injury, including death, except that the dollar amount
of workers compensation coverage (if applicable) shall be as provided by Chapter 440, Fla. Stat.
The VILLAGE shall be named as an additional insured on the comprehensive general liability and
contractual liability insurance, professional liability insurance, and automotive liability insurance
policies, to the extent permitted by law. Each insurance policy required herein shall state that it is
not subject to cancellation or reduction in coverage without written notice to the VILLAGE 30 days
prior to the effective date of cancellation or reduction of coverage.
B. CONSULTANT shall indemnify and hold harmless the VILLAGE, its officers and
employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable
attorneys' fees, to the extent caused by the negligent acts, errors or omissions or willful
misconduct of the CONSULTANT and persons employed or utilized by the CONSULTANT in
the performance of the Agreement, except that neither the CONSULTANT nor persons employed
or utilized by the CONSULTANT will be liable under this paragraph for liabilities, damages,
losses, or costs resulting from negligent acts, errors, or omissions by the VILLAGE or any of
VILLAGE's officers, agents, contractors or employees during the performance of this Agreement.
6. ASSIGNMENT
This Agreement shall not be assignable by the CONSULTANT.
7. PROHIBITION AGAINST CONTINGENT 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 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.
8. TERMINATION
This Agreement may be terminated by the VILLAGE upon thirty (30) days advance written
notice with or without cause and by the CONSULTANT upon ninety (90) days advance written
notice with or without cause. If this Agreement is terminated, the CONSULTANT shall be paid in
accordance with the provisions of paragraph 2 for all acceptable work performed up to the date of
termination.
9. NONEXCLUSIVE AGREEMENT; ACKNOWLEDGMENTS; FORCE
MAJEURE
A. The services to be provided by the CONSULTANT pursuant to this
Agreement shall be nonexclusive and nothing herein shall preclude the VILLAGE from engaging
other firms to perform the same or similar services for the benefit of the VILLAGE within the
VILLAGE's sole and absolute discretion.
B. VILLAGE shall endeavor to give CONSULTANT proper credit and
acknowledgment for all services rendered hereunder in published articles and promotional
brochures.
C. CONSULTANT shall not be responsible for any delay in the performance or
progress of the work, or liable for any costs or damages sustained by VILLAGE resulting from such
delay, if caused by any act or neglect of the VILLAGE or VILLAGE's representatives, or by any
third person acting as the agent, servant or employee of VILLAGE, or by changes ordered by
VILLAGE in the work, or as a result of compliance with any order or request of any federal, state or
municipal government authority having jurisdiction or any person reasonably appearing to be acting
therefore, or by acts of declared or undeclared war or by public disorder, riot or civil commotion, or
by any other cause beyond the reasonable control and without the fault or negligence of
CONSULTANT. In the event of any such delay, CONSULTANT shall proceed with due diligence
to alleviate such delay and continue the performance of all obligations under this Agreement. The
time during which CONSULTANT is delayed in the performance of the work, shall be added to the
time for completion of its services to the extent such time is specified in this Agreement. All
additional costs resulting from any delay in the performance or progress of the work caused by any
act or neglect of VILLAGE, its agents or representatives, shall, as between the parties hereto, be
borne entirely by the VILLAGE.
10. ENTIRE AGREEMENT
The parties hereby agree that this is the entire agreement between the parties. Exhibits "A",
"B" and "C" identified above and attached hereto are incorporated herein. This Agreement cannot
be amended or modified without the express written consent of the parties. The Village Manager
shall act for VILLAGE hereunder.
11. WARRANTIES OF CONSULTANT
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 Specified
Services for VILLAGE as an independent contractor of the VILLAGE, and in force at the time
services are performed.
12. NOTICES
All notices and communications to the VILLAGE or CONSULTANT shall be in writing
and shall be deemed to have been properly given if transmitted by registered or certified mail,
return receipt requested, or by hand delivery. All notices and communications shall be effective
upon receipt. Notices shall be addressed as follows:
VILLAGE:
With a copy to:
Jacqueline R. Menendez
Village Manager
Village of Key Biscayne
88 West McIntyre Street
Key Biscayne, FL 33149
Village Attorney
David M. Wolpin, Esq.
c/o Weiss Serota Helfman Pastoriza Cole & Boniske,
P.A.
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
CONSULTANT: SWA GROUP, INC.
Z-� C c C;nri t4/tWt.• ,� k5�. .
f J I �� (4\ el 5/14
Attention: IN) i(1, L/fi 141/
13. GOVERNING LAW; LITIGATION
This Agreement shall be construed in accordance with the laws of the State of Florida.
Venue for any litigation hereunder shall be in Miami -Dade County, Florida. The parties voluntarily
waive the right to any trial by jury in any litigation hereunder between the parties.
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IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this
Agreement upon the terms and conditions above stated on the day and year first above written.
CONSULTANT:
SWA GROUP, INC.
By:
Title:
Attest:
By:
4,44-
Title: CFo
1
F:\103001\Agyeements\Agreement with SWA Group 5.25.05
VILLAGE:
VILLAGE OF KEY BISCAYNE
88 West McIntyre Street
Key Biscayne, FL 33149
Village Clerk
pproved as to Form and Legal Sufficiency:
Village A"sme
Approved pursuant to Council Resolution No.
EXHIBIT "A"
SCOPE OF SERVICES
For the VILLAGE, CONSULTANT shall prepare a series of urban design studies and
documents as later described that will define the vision for the urban character of the VILLAGE.
The objective of these services is to provide urban design imaging that will be based on and
included in the "Vision Plan" being prepared for the VILLAGE by Wallace, Roberts and Todd
("WRT").
A. Background Work
CONSULTANT shall:
1. Visit the VILLAGE and become familiar with overall characteristics and
relationship to the surrounding region and to obtain comprehensive
photographic coverage.
2. Meet with the VILLAGE to discuss the general range of opportunities and
expectations.
3. Review available existing pertinent data, provided by the VILLAGE, in the
form of base maps, aerial photographs, VILLAGE Comprehensive Plan,
Crandon Boulevard Master Plan, goals and objectives, and other relevant
planning reports, documents and projections.
4. Attend Community Forum One to meet the citizens and the Vision
Committee, and to observe the SWOT exercise that will be undertaken by
WRT.
5. Attend Community Forum Two to observe the presentation of the draft
Vision Statement and to hear the citizen's input regarding the Statement.
B. Basis of Vision Plan
1. Based upon the Vision Statement adopted by the Village Council and with
the direction of the VILLAGE, CONSULTANT shall prepare an urban
design plan based upon the following criteria.
a. Planning Factors
i. Configuration of VILLAGE development.
11. Relationships to Crandon Park on the north and Bill Baggs Cape
Florida State Park to the south.
-9-
iii. VILLAGE access location points.
iv. Limitations in the form of easements, zoning controls, any
assessment districts.
v. Any special districts.
vi. Public facilities and schools.
vii. Existing development in the VILLAGE.
viii. Views, visual characteristics and scenic factors.
ix. Utility location, availability and easements.
x. Recreation and open space patterns.
xi. Public beaches and access points.
b. Natural Factors
i. Topography, slopes and orientation.
ii. Hydrology, drainage patterns.
iii. Existing water bodies and shorelines.
iv. Tree cover and vegetation.
v. Climate and wind factors.
vi. Wildlife and habitat considerations.
C. Vision Plan — Urban Design
1. The urban design plan will address the physical components that are part of
the Evaluation and Appraisal (the "EAR") and Strength, Weaknesses,
Opportunity and Threats (the "SWOT") exercise results, such as:
a. The need for additional parks, recreation and open space.
b. Traffic volumes, operations and safety.
c. Implications of redevelopment.
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d. Strength of small town feel.
e. Accommodating community festivals and events.
f. Lack of connectivity, especially to the waterfront.
2. The concept urban design plan may delineate the following:
a. Land use character and redevelopment potentials.
b. Street patterns, major access points, and/or parking areas.
c. Pedestrian circulation systems and connections.
d. Conceptual streetscape design for the major east/west and
north/south arterials including, prototypical street cross sections and
character. These arterials include:
i. Mashta
ii. Westwood
iii. Heather
iv. McIntyre
v. Harbor
vi. Fernwood
e. Parks and open space locations and programs.
f. Major community facilities and public uses.
3. Prepare a preliminary urban design plan at 200 -scale to describe the physical
components and their interrelationships. Attend a team meeting in Key
Biscayne with the VILLAGE and WRT to review the plan and receive input.
4. Prepare one final urban design plan at 200 -scale and two enlarged plans at
100 -scale. The locations of the enlarged plans will be determined with the
VILLAGE.
5. Prepare five perspective sketches of areas that will be determined with the
VILLAGE.
6. Prepare a power -point presentation of the urban design work.
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7. Attend Community Forum Three to assist in the presentation of the Vision
Plan.
8. Assist WRT in preparation of a Vision Plan document. This document shall
be provided in one hard copy color original of each document and one CD of
drawings. CONSULTANT may prepare the Vision Plan document at the
VILLAGE's direction, as Extra Services, if requested by the VILLAGE.
EXHIBIT "B"
I. FEES FOR PROFESSIONAL SERVICES
Services outlined under the Scope of Services shall be provided for the fixed sum stipulated
in Section 2(A) of the Agreement for Professional Services (the "Agreement").
II. REIMBURSABLE COSTS
Pursuant to Section 2(C) of the Agreement, the following costs shall be reimbursed at cost
plus ten percent and are not included in the Fee for Professional Services:
A. Cost of copies of drawings, specifications, reports and cost estimates; xerography
and photographic reproduction of drawings and other documents furnished or
prepared in connection with the work of the Agreement.
B. Cost of postage and shipping expenses other than first class mail.
C. Long distance telephone and telegraph charges.
D. Electronic data processing.
E. Photographic services, film and processing.
F. Cost of models, special renderings, promotional photography, special process
printing, special equipment, special printed reports or publications, maps and
documents approved in advance by VILLAGE.
Additionally, CONSULTANT shall be reimbursed for fees for any additional consultants retained
by CONSULTANT with the express written approval of the VILLAGE.
III. TRAVEL COST
Pursuant to Section 2(B) of the Agreement, VILLAGE shall reimburse the cost of
reasonable and authorized commercial carrier and public transportation, lodging, car
rental and parking, subsistence and out-of-pocket expenses, and private automobile
travel at $0.41 per mile.
IV. EXTRA SERVICES.
A. Extra Services shall be provided on a time basis computed as follows:
Principals Rate/Hour
Callaway 200.00
Shanley 195.00
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Wong 195.00
Berkson 185.00
Blhan 185.00
Jacob 185.00
Law 185.00
Runco 185.00
Thompson 185.00
McDaniel 180.00
Lee, J. 175.00
Pearson 175.00
Slaney 175.00
Cutler 170.00
Loomis 170.00
O'Malley 170.00
Simpson 170.00
Fox 165.00
Fleming 165.00
Imamura 165.00
Aquino 160.00
Shreeve 160.00
Peterson 150.00
Maloney 140.00
Bickel 140.00
Unana 140.00
Nadeau 125.00
Reed 125.00
Other principals, if used on this Project, have rates ranging from $125.00 to $200.00 an hour.
These rates are applicable for six (6) months from the date of the Agreement but may be increased
subsequently without written notice.
Other employee time shall be charged at a multiple of two and one-half (2.5) times Direct Personnel
Expense.
B. Extra Services include but are not limited to:
1. Making planning surveys, feasibility studies, and special analyses of VILLAGE's
needs to clarify requirements for Project programming.
2. Master planning.
3. Site planning.
4. Revisions and changes in drawings, specifications or other documents when such
revisions are inconsistent with approvals or instructions previously given by the
VILLAGE; required by the enactment or revision of codes, laws or regulations
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subsequent to the preparation of such documents; or the preparation of alternates
requested by the VILLAGE.
5. Preparation of record drawings or of measured drawings of existing conditions.
[END OF EXHIBIT]
EXHIBIT "C"
Fee Estimate
Project Name : Key Biscayn e Urban De sign
Date: 16 May 2005
Prepa re:I By: NF
Hourly Rate s:
Fleming
Platt
O'Malley
Aquino
Senior Staff
Staff
$
S
$
$
s
$
165
200
170
160
95
75
FEE ESTIMA TE
SWA Group
Pro ject Numbe r: VKBN501
Item
No ,
Ta sk
Fle ming
P latt
O'Malley
Aqu ino
Sr . Staff
Staff
Subt otal
Ho urs
Fee
Hou rs
F ee
Hou rs
F ee
Hours
F ee
Hou rs
Fee
Hours
Fe e
Hours
Fee
Vision Plan
Kick-off meeting
Attend Community Forum One / site region.
Attend Co mmunity Forum Two
1
2
3
4 Read backgro und information
5 Urban design charrette
6 Refine concepts
7 Prepare UD plan @ 200 scale
8 Prepare enlarged plans (2 @ 100 scale )
9 Perspective sketches (5)
Team meeting in Miami
Attend Co mmu nity Fo rum Three
12 Prepare final report
13 Project coordination with WRT
10
EE
Travel Expenses
airfare to Miami (assume overlap w/Lennar) 8 $ 500 $
airfare to SFO 2 $ 200 S
hotel 10 $ 175 $
car 20 $ 80 $
meals 20 $ 45 $
parking 20 $ 30 $
mileage 400 $ 0.41 $
Total $
say $
Other expenses @ 4% of fee: say $
not including productio n of report
8 $ 1,320
16 $ 2,640
16 $ 2,640
20 $ 3,300
16 $ 2,640
8 $ 1,320
8 $ 1,320
8 $ 1,320
4 $ 660
8 8 1,320
16 $ 2,640
8 $ 1,320
12 $ 1,980
148 $ 24,420
8 $
16 $
16 $
20 $
8 $
4 $
4 $
4 $
2 $
8 8
16 $
2 $
$
108 9
1,600
3,200
3,200
4,000
1,600
800
800
800
400
1,600
3,200
400
•
21,600
4,000
400
1,750
1,600
900
600
164
9,414
10,000
3,000
s 8 s s
s s s $
$ $ $ $
$ $ $ $
12 S 2,040 8 $ 1,280 8 $ 760 8 $ 600
S 4 $ 640 16 $ 1,520 S
$ 8 $ 1,280 24 8 2,280 80 $ 6,000
$ 8 $ 1,280 24 $ 2,280 120 $ 9,000
20 $ 3,400 20 $ 3,200 4 $ 380 $
$ $ $ $
$ $ $ $
$ $ $ 8 $ 600
5 $ $ $
32 $ 5,440 48 $ 7,680 76 9 7,220 ` 216 $ 16,200
Pag. 1
16
32
32
40
60
32
124
164
50
16
32
18
12
628
s ay
s
$
s
s
$
$
S
S
S
S
$
s
S
$
s
2,920.
5,840
5,840
7,300
8,920
4,280
11,680
14,680
8,040
2,920
5,840
2,320
1,980
82,560
82,000