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
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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
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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
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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
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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.
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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
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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.
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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.