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HomeMy Public PortalAbout2016 Agreement for Underground Utilities Feasibility Study.pdfPROFESSIONAL SERVICES AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE AND WANTMAN GROUP, INC. UNDERGROUND UTILITIES FEASIBILITY STUDY THIS AGREEMENT (this "Agreement") is made effective as of the Yh *� �j day of Rai , 2016 (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 WANTMAN GROUP, INC., a Florida corporation, whose principal address is 2035 Vista Parkway, Suite 100, West Palm Beach, Florida 33411 (hereinafter the "Consultant"). WHEREAS, in response to the Village's request for quotations, the Consultant submitted a proposal for the Services (as hereinafter defined), which is incorporated and attached hereto as Exhibit "A"; WHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a Scope of Services, schedule, and fee for professional engineering and consulting services for the preparation of an underground utilities feasibility study in accordance with the Consultant's Proposal attached hereto as Exhibit "A"; 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. The Consultant shall furnish such professional and consulting services as necessary and required to provide an underground utilities feasibility study to the Village as described in the Scope of Services included in the Consultant's Proposal attached hereto and made a part hereof as Exhibit "A" (the "Scope of Services" or "Services"). 2. Term/Commencement Date. 2.1 This Agreement shall commence immediately upon the issuance by the Village of a Notice to Proceed and shall remain in effect until Consultant completes the Services described herein, which Services shall be 1 completed in accordance with the Schedule attached hereto and made a part hereof as Exhibit "B", but not to exceed Seventy Five (75) calendar days from the date of Notice to Proceed, 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 timeframes set forth in the Schedule attached hereto as Exhibit "B" and as provided in this Agreement, unless extended by the Village Manager. 3. Compensation and Payment. 3.1 Compensation for the Services provided by Consultant shall be a lump sum fee not to exceed the amount of $75,000.00, as set forth in the Consultant's Proposal attached hereto as 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 t4te-hottriy-rates-ex--pended_. t -to Conn / - i xhibit "A" attd. the percentage of the Services completed for� eacchh ' 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. 5. 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 may be granted or withheld in Village Manager's reasonable discretion. Village's Responsibilities 5.1 Village shall make available any maps, plans, existing studies, reports and other data pertinent to the Services and in the 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 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 the Services, it is determined that the Consultant's deliverables or services are incorrect, not properly rendered, defective, or fail to conform to the Services as required by the Village and this Agreement, upon written notification from the Village Manager, 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 t -nn 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. For the purposes of this section "adversarial" shall mean any development application where staff is recommending denial or denied an application, or an administrative appeal or court action wherein the Village is a party. 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 Services 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. 8.4 The Consultant shall transfer all books, records, reports, working drafts, documents, maps, and data pertaining to the Services to the Village, in a hard copy and electronic format within fourteen (14) days from the date of 3 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. 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 $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. 9.4 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 Two Million Dollars ($2,000,000.00) 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), no later than ten (10) days 4 after award of this Agreement and prior to the execution of this Agreement by Village and prior to commencing any Services. 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, 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 5 1 1. 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. 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 the Services and 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/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: 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 Serota Helfman Pastoriza Cole & Boniske, P.L. 2525 Ponce de Leon Blvd., Suite 700 Coral Gables, Florida 33134 6 For The Consultant: Brian LaMotte, PE, Vice President Wantman Group, Inc. 2035 Vista Parkway Suite 100 West Palm Beach, Florida 33411 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. 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; Public Records. 16.1 Consultant acknowledges that all inventions, innovations, improvements, developments, methods, studies, designs, analyses, plans, 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 All records, books, documents, maps, data, deliverables, papers and financial information (the "Records") that result from the Consultant providing the Services to the Village under this Agreement shall be the property of the Village. 7 16.3 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 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. 16.5 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 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. 16.7 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 CONSULATANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS. Custodian of Records: Mailing address: Telephone number: Email: 17. Nonassignability. CONCHITA ALVAREZ, MMC, VILLAGE CLERK 88 West Macintyre Street Key Biscayne, Florida 33149 305-36S-5506 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. 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 9 permits from all jurisdictional agencies to perform the Services under this Agreement. 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. ?rohibition of Contingency Pees. 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 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. 10 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date written below their signatures. CONSULTANT: WANTMAN GROUP, INC., a Florida corporation Date Executed: 5--/ 1—/& 11 IN WETNESS WHEREOF the parties hereto have executed this Agreement as of the date written below their signatures. VILLAGE: 1/1 / e°.7e Conchita H. Alvarez, Village Clerk, MMC Approved as to Form and Legal Sufficiency: Village Attorney VILLAGE OF KEY BISCAYNE, a Florida municipal corporation B J 1 •ert, Vil .ge Manager Ij. to Ex cuted: 12 EXHIBIT "A" CONSULTANT'S PROPOSAL 11' WGIr May 2,2016 Village of Key Biscayne Attn: Paul Abbott 88 West McIntyre Street, Suite 220 Key Biscayne, Florida 33149 RE: Village of Key Biscayne — Utilities Undergrounding Feasibility Study Proposal for Professional Services Dear Mr. Abbott, Wantman Group, Inc. (WGI) is pleased to provide this proposal to The Village of Key Biscayne (CLIENT) for professional services on the above referenced project. Our scope of services and corresponding fees are detailed below. PROJECT UNDERSTANDING The Village of Key Biscayne is interested in the replacement of their existing overhead, primarily rear -yard power distribution and communication system network with underground utilities located within the public road right-of-way for a large section of the Village located west of Fernwood Road. The utility undergrounding project is being considered to improve; system reliability, public safety and aesthetics. Detailed below is the scope of services for the preparation of a Feasibility Study. SCOPE OF SERVICES 1. Kickoff Meeting 2. Site Visit, Records Research and Data Collection 3. Meetings with Utility Companies 4. Prepare a Draft Feasibility Report to address the following items; a. Identify the utility owners that provide service to the residential areas. b. Identify the viability of additional infrastructure work that may be accomplished concurrently with the utility conversion (new sidewalks, street resurfacing, establishment of bike lanes, improved pedestrian crosswalks, street lighting, etc). c. Produce an order of magnitude cost estimate for the undergrounding improvements including, associated utility fees, design and engineering fees for the conversion project, and construction costs. d. Prepare an initial project schedule including, design (both from utility companies and design consultants), preparation of bid documents, bidding, award, and construction activities. Schedule impacts due to construction constraints imposed by the Village, if any (seasonal residents, activities and events that would affect the construction schedule). e. Provide options of funding resources that may be available to the Village. f. Identify the benefits to the community derived from undertaking an undergrounding conversion project. g. Identify any potential liabilities that may result due an undergrounding conversion project. 2035 Vista Parkway, West Palm Beach, FL 33411 t: 561.687.2220 f: 561.687.1110 avww.wantmangroup.com Village of Key Biscayne 5/02/16 Page 2 of 9 h. Provide alternatives to an undergrounding conversion project and describe the measures the respective utility owners may take to provide more reliable service. 5. Meet with Village Staff (Paul Abbott) to review comments 6. Prepare and provide Final Feasibility Report based on comments received 7. Attend the Village Council Meeting / Presentation by City Manager and/or Paul Abbott 8. Options for alternate delivery methods. BASIS OF THIS PROPOSAL This proposal is based on the following: 1. WGI shall be entitled to rely on the completeness and accuracy of all information provided by the CLIENT. Information requested by WGI during the project will include, but may not be limited to, utility as-builts, right-of-way maps, etc.; 2. Subsurface Utility Engineering (SUE), utility designations and pot -holing services will be provided if needed, and a separate proposal will be submitted once the scope is determined; 3. The project duration will be seventy-five days from notice to proceed; 4. Services not included: Surveying, Structural, Landscaping, Architectural, Irrigation, Lighting, Title Search, Traffic, Environmental and Geotechnical. INFORMATION REQUIRED The following additional information will be required to begin design services on this project: 1. Previously performed studies or analysis; 2. Locations and extents of proposed public works capital improvement projects; 3. Geotechnical report including percolation test reports, if any; COMPENSATION Lump Sum Fee (Seventy-five Thousand Dollars). .................... ............................ ..... $75,000 SCHEDULE The scope detailed above is anticipated to be completed within seventy-five (75) days of receiving an executed work order of written notice to proceed. Additional services requested by The Village of Key Biscayne will be provided in accordance with WGI's current hourly rate schedule, or a fixed fee to be negotiated once a scope of service is defined. We appreciate the opportunity to be of service to The Village of Key Biscayne. Upon acceptance of this proposal, along with the attached Agreement Provisions and our current Fee Schedule, please sign and return one (1) copy to this office. Please note that the Agreement Provisions are an integral part of this contract and are controlling unless both parties expressly waive them in writing prior to commencement of IV WGI www.wantmangroup.com Village of Key Biscayne 5/02/16 Page 3 of 9 work. -F her —and timer tis-pfepesal is-exeeuted-or-not,-the-etdet ing of, aeecF , nStitutes cceptalil.c ofthc-attachcd Agiccliiciit PivviSi'iiIS. Respectfully submitted, WANTIVIAN GROUP, INC. Brian LaMotte, PE Vice President CLIENT Representative: Name (Printed) This Proposal accepted this day of , 2016 By Name (Signature) Village of Key Biscayne Please provide the following billing information: Name / Company Name Billing Address City State Zip Contact Name Email Address Phone No. Fax No. Enc.: Wantman Group, Inc. Agreement Provisions, Fee Schedule W WGI www.wantmangroup.com EXHIBIT "B" SCHEDULE UTILITY UNDERGROUNDING FEASIBILITY STUDY Village of Key Biscayne Task Name Description Dora non Month 1 Month2 Month 3 Month it 1 2 3 1 i 6 7 3 9 10 1 11 12 13 14 15 16 PRASE 1 Feasibility RepozT Notice to Proceed Kickoff Meeting 1 WEEK Site visit/Research/0ata Collection 2' WEEKS Meeting with Utilities 1 WEEK Prepare Draft Feasblity Study SWEEPS I I I ) Submit to Village and Village Review 1 WEEK Prepare Final Feaslb,lfy Study 1 WEEK Project Complete N otk Order Number: Notes: 1. The schedule includes tasks with durations that by WGI )Village Review). „' IATG I T*t are not controlled 2. Upon receipt of a signed service authorization from the Village, the schedule will begin.