HomeMy Public PortalAbout2020-33 Approving agreements with KCI Technologies, Inc, Manuel G. Vera and Associates, Inc and F.R. Aleman and Associates Inc fRESOLUTION NO. 2O2O-33
A RESOLUTION OF THE VILLAGE COTJNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
AGREEMENTS WITH KCI TECHNOLOGIES, INC.,
MANUEL G. VERA & ASSOCIATES, NC, AND F.R.
ALEMAN & ASSOCIATES, INC. FOR MTSCELLANEOUSSURVEYING SERVICES; PROVIDING FoR
AUTIIORIZATION; AND PROVIDING FoR AN
EFFECTIVE DATE.
WHEREAS, the Village ofKey Biscayne ("Village") issued Request for Qualifications No.
2020-04 ("RFq"; for professional services relating to miscellaneous surveying (the "Selices");
and
WHEREAS, on January 10, 2020, an Evaluation Committee appointed by the Village
Manager short listed firms and ranked KCI Technologies, Inc., Manuel G. Vera & Associates, Inc.,
and F.R- Aleman & Associates, Inc. (collectively, the "Consultants") as the most qualified firms
for the Services; and
WHEREAS, on February I l, 2A20, the Village Council adopted Resolution No. 2020-09
selecting Consultants to provide the Services and authoizingthe Village Managerto negotiate and
execute agreements with each of the Consultants; and
WHEREAS, the Village Manager has negotiated the agreements attached hereto as
composite Exhibit "A" (the "Agreements") with the Consultants for the Services and the Village
Council desires to approve the Agreements; and
WHEREAS, the Village Council finds that this Resolution is in the best interest and
welfare of the residents of the Village.
NOW, THEREF'ORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEy BISCAYNE, FLORIDA, AS FOLLOWS:
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Section l, Becitals. That each of the above-stated recitals are hereby adopted,
confirmed, and incorporated herein.
Section 2-. Approval. That the Village Council hereby approves the Agreements with
the Consultants for the Services.
Section 3. Authorization. That the Village Council hereby authorizes the Village
Manager to execute the Agreenrents with the Consultants, in substantially the fonn attached hereto
as composite Exhibit "A," subject to the final approval of the Village Attorney as to form, content,
and legal sufficiency.
Section 4. ElTeqtive Date. That this Resolution shall be effective irnmediately upon
adoption.
PASSED and ADOpTED this lgtr'day of May, 2020.
MICI-IAEL W. DAVEY
MAYOR
ATTEST
c (L
PET A
GE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY
F
L d4$
WEISS SEROTA HELFMAN COLE & BIERMAN, P.L
VILLAGE ATTORNEY
Page 2 of 2
PROF'ESSIONAL SERVICES AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
KCI TECHNOLOGIES, INC.
THIS AGREEMENT (this "Agreement") is made effective as of the !s of-
)rr<- , 2020 (the "Effective Date"), by and between the VILLAGE OF KEY
BISCAYNE, FLORIDA, a Florida municipal corporation, (the "Village"), and KCI
TECHNOLOGIES, INC., a Delaware corporation authorized to do business in Florida, (the
"Contractor").
WHEREAS, on October 9,2019, the Village issued Request for Qualifications No. 2020-
04 ("RFQ") for Professional Surveying Services for Stormwater Utility and ROW Improvements
("Services," as further defined below); and
WHEREAS, in response to the RFQ, on December 2,2019 the Contractor submitted a
proposal for the Services; and
WHEREAS, on January 10, 2020, an Evaluation Committee appointed by the Village
Manager short listed firms and ranked the Contractor as the most qualified firm for the Services;
and
WHEREAS, on February ll,2020,the Village Council adopted Resolution No.2020-09
selecting the Contractor to provide the Services and authorizing the Village Manager to negotiate
and execute an agreement with the Contractor; and
WHEREAS, the Contractor will perform miscellaneous surveying services for the Village,
as further described on Exhibit "A" attached hereto, on an as-requested, per-project basis (the
"Services"); and
WHEREAS, the Contractor and Village, through mutual negotiation, have agreed upon a
rate schedule as set forth in Exhibit "B" (the "Rate Schedule") in connection with the Services;
and
WHEREAS, the Village desires to engage the Contractor to perform the Services and
provide the deliverables as specified below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the Contractor and the Village agree as follows:
1. Scone ofServices.
1.1. The Contractor shall furnish the Services and provide deliverables for various project
aspects for the Village (each a "Project"), as requested by the Village and detailed in a
"Statement of Work" which the Village will provide the Contractor when engaging the
Contractor to work on a specific Project.
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1.2. Prior to commencement of work on a specific Project, the Contractor will provide the
Village with a fixed lump sum cost for the Services set forth in the Statement of Work
calculated using the rates set forth on the Rate Schedule.
1.3. If the Village approves the fixed lump sum cost for the Project, the Village will provide the
Contractor with a Notice to Proceed to perform the Services set forth in the Statement of
Work. Contractor acknowledges that it shall not undertake to perform any Services on any
Project until it has received from the Village the Notice to Proceed on such Project.
1.4. Contractor 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.
1.5. The Contractor shall abide by the terms and requirements of the RFQ, as though fully set
forth herein.
2. Term/Commencement Date.
2.1. This Agreement shall become effective upon the Effective Date and shall remain in effect
for 3 years thereafter, unless earlier terminated in accordance with Paragraph 8.
Additionally, the Village Manager may renew this Agreement for up to 2 additional 1-
year periods on the same terms as set forth herein upon written notice to the Contractor.
2.2. Contractor agrees that time is of the essence and Contractor shall complete the Services
within the timeframes set forth in the Statement of Work and the Notice to Proceed for
each Project in the manner provided in this Agreement, unless extended by the Village
Manager.
3. Compensation and Pavment.
3.1. Compensation for Services provided by Contractor shall be in accordance with the approved
fixed lump sum set forth in the Statement of Work or the Notice to Proceed for such Project,
which shall be based on the Rate Schedule.
3.2. During each Project, Contractor shall deliver an invoice to Village no more often than once
per month detailing Services completed and the amount due to Contractor under the
Statement of Work for such Project. Fees shall be paid in arrears each month, pursuant to
Contractor's invoice, which shall be based upon the percentage of work completed for each
Project. The Village shall pay the Contractor in accordance with the Florida Prompt
Payment Act after approval and acceptance of the Services by the Village Manager.
4. Subcontractors.
4.1. The Contractor shall be responsible for all payments to any subcontractors and shall
maintain responsibility for all work related to the Services and/or any Project.
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4.2. Conftactor may only utilize the services of a particular subcontractor 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. Villase'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,
and provide criteria requested by Contractor to assist Contractor in performing the
Services.
5.2. Upon Contractor's request, Village shall reasonably cooperate in arranging access to
public information that may be required for Contractor to perform the Services.
6. Contractoros Responsibilities; Representations and Warranties.
6.1. The Contractor shall exercise the same degree of care, skill and diligence in the
performance of the Services for each Project as is ordinarily provided by a contractor
under similar circumstances. If at any time during the term of this Agreement or within
two (2) years from the completion ofthis Agreement, it is determined that the Contractor's
Deliverables or Services are incorrect, not properly rendered, defective, or fail to conform
to Village requests, the Contractor shall at Contractor's sole expense, immediately correct
its Deliverables or Services.
6.2. The Contractor 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 ofthe Village. Contractor 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 Contractor 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
Contractor have been duly authorized, and this Agreement is binding on Conhactor and
enforceable against Contractor 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, Contractor 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.
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8. Termination.
8.1. The Village Manager, without cause, may terminate this Agreement upon five (5) calendar
days written notice to the Contractor, or immediately with cause.
8.2. Upon receipt of the Village's wriffen notice of termination, Contractor 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 Contractor shall be paid for all work
accepted by the Village Manager up to the date of termination, provided that the
Contractor has first complied with the provisions of Paragraph 8.4.
8.4. The Contractor 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. Contractor 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 Contractor's insurance and shall not contribute to
the Contractor'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 Contractor. 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 Contractor 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
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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 occuffence, 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
advance written notice to Village prior to cancellation, termination, or material alteration
of said policies or insurance. The Contractor 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
retum 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 Contractor in performance of this Agreement. The Contractor'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 Contractor's insurance. The Contractor'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. Loss Payee. The Village is to be specifically named as a loss payee under the Contractor's
Professional Insurance policy so that the Village will be a third party beneficiary entitled
to receive all money payable under the relevant policy for any claims, damages, or losses
in connection with, related to, or arising from Contractor's Services or performance
pursuant to this Agreement.
9.5. Deductibles. All deductibles or self-insured retentions must be declared to and be
reasonably approved by the Village. The Contractor shall be responsible for the payment
of any deductible or self-insured retentions in the event of any claim.
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9.6. The provisions of this section shall survive termination of this Agreement.
10. Nondiscrimination. During the term of this Agreement, Contractor shall not discriminate
against any of its employees or applicants for employment because of their race, color, religion,
sex, or national origin, and to abide by all Federal and State laws regarding nondiscrimination.
11. Attorneys Fees and Waiver of Jurv 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
ofany paralegals, law clerks and legal assistants, and including fees and expenses charged
for representation at both the trial and appellate levels.
II.2. IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS
AGREEMENT, EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY,
VOLLINTAzuLY AND INTENTIONALLY WAIVES ITS RIGHT TO TzuAL BY
JURY.
12. Indemnification.
12.1. Contractor 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 Contractor's performance or non-
performance of any provision of this Agreement, including, but not limited to, liabilities
arising from contracts between the Contractor and third parties made pursuant to this
Agreement. Contractor shall reimburse the Village for all its expenses including
reasonable attorneys' fees and costs incurred in and about the defense ofany such claim
or investigation and for any judgment or damages arising from Contractor's performance
or non-perforrnance 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 Renresentatives. 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.
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15. Entire Aereement/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 modifu
or amend the terms of this Agreement, unless executed with the same formality as this
document.
16. Ownershin and Access to Records and Audits.
16.1. Contractor 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
the Village which are conceived, developed or made by Contractor during the term of this
Agreement ("Work Product") belong to the Village. Contractor 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. Contractor agrees to keep and maintain public records in Contractor's possession
or control in connection with Contractor'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 Contractor involving transactions related to this
Agreement. Contractor additionally agrees to comply specifically with the provisions of
Section 119.0701, Florida Statutes. Contractor 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, Contractor 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 parry,
any and all public records relating to the Agreement in the possession of the Contractor
shall be delivered by the Contractor to the Village Manager, at no cost to the Village,
within seven (7) days. All such records stored electronically by Contractor 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
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termination of this Agreement, the Contractor 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 Contractor shall be withheld until all records are received
as provided herein.
16.7. Contractor'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(2Xa). Florida Statutes. IF THE
CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS.
Custodian of Records:
Mailing address:
Telephone number:
Email:
Peter Kulpa
88 West Mclntyre Street
Key Biscayne, FL 33149
305-365-5506
pku lpa@kevbiscavne. fl .sov
17. Nonassienabilitv. This Agreement shall not be assignable by Contractor unless such
assignment is first approved by the Village Manager. The Village is relying upon the apparent
qualifications and expertise of the Contractor, and such firm's familiarity with the Village's
area, circumstances and desires.
18. Severabilitv. 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.
lg.Independent Contractor. The Contractor 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 ofjoint undertaking, enterprise or venture between the parties.
20. Compliance with Laws. The Contractor 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.
Page 8 of 10
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 Contineency Fees. The Contractor warrants that it has not employed or
retained any company or person, other than a bona fide employee working solely for the
Contractor, 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 Contractor, any fee, commission, percentage, gift, or any other consideration,
contingent upon or resulting from the award or making of this Agreement.
24.Public Entitv Crimes Affidavit. Contractor shall comply with Section 287.133, Florida
Statutes (Public Entity Crimes Statute), notification of which is hereby incorporated herein by
reference, including execution ofany 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 blank Signature pages follow.l
Page 9 of 10
IN WITNESS WIIEREOF, the parties hereto have caused this Agreement to be executed the day and year as first
stated above.
VILLAGE OF KEY BISCAYNE CONTRACTOR
By
By:
Andrea Iames M.PSM
Village Manager
Title: Vice- President
Attest;
Entity: KCI TECHNOLOGIES, INC.
Clerk
Approved as to form and
By:
Weiss Serota Helfrnan Cole & Biermaq P.L.
Village Attorney
Addresses for Notice:
Village ofKey Biscayne
Attn: Village Manager
88 West Mclnt5rre Street
Key Biscayne, FL 33L49
305-365-55 l4 (telephone)
305-365-8936 (facsimile)
aagha@keybiscayne. fl . gov (email)
With a copy to:
Weiss Serota Helfrnan Cole & Biermaq P.L.
Attn: Chad Friedman, Esq.
Village of Key Biscayne Attorney
2525 Ponce de Leon Boulevard, Suite 700
Coral Gables, FL 33134
cfriedrnan@wsh-law.com (email)
Addresses for Notice:
KCI TECHNOLOGIES, TNC.
954-776-8045 (facsimile)
@"matt;
With a to:
KCI
N
INC.
email)
Page 10 of10
EXHIBIT "A'
SCOPE OF SERVICES
The Contractor can expect to provide services including, but not limited to, the following tasks:
o LiDAR Scanning
. Boundary/Property surveys and analysis
o Topographic, easement, roadway and right-of-way surveyso Preparation of easement or right-of-way exhibitsr Property line staking
o Construction layout survey and staking
o Review of right-of-way and easement documents for developments. Legal descriptions
o Monument placement
o Flood plain, FEMA, beach surveying/mappingo CAD map and data base creationr Underground/aboveground utilities identification and mapping. Ground Penetrating Radar
o Cut and fill calculations
. As-built/record drawing survey and preparation
o Title searches
o Aerial photography \o Tree Surveys
o 3D data viewing platform such as SCENE 2go or equivalent
o GIS
r Asset Management Support
EXHIBIT "B'
RATE SCHEDULE
The Rate Schedule for Services performed pursuant to this Agreement are as follows:
Role Hourly Rate
Principal $260
Project Manager $210
Aerial Sensor Operator $75
Chief Surveyor $ l9s
Contract Coordinator $190
Field Crew Supervisor I se0
Field Crew Supervisor II s1 3s
Mobile Survey Analyst I (Entry)$e0
Mobile Survey Analyst 2 (Junior)$e0
Mobile Survey Analyst 3 (Senior)$l3s
Multi Engine Aircraft Pilot $130
Party Chief $e0
Principal Surveyor $ls0
Project Surveyor $130
Secretary/Clerical $80
Senior Project Surveyor $17s
Senior Surveyor $165
SUE Technician 1 (Entry)$ss
SUE Technician 2 (Junior)$60
SUE Technician 3 (Senior)$8s
Survey Technician I (Entry)s4s
Survey Technician 2 (Junior)$ss
Survey Technician 3 (Senior)s8s
Survey/GIS/SUE Analyst I (Entry)$6s
Survey/GIS/SUE Analyst 2 (Junior)$l 00
Survey/GlS/SUE Analyst 3 (Senior)$ 135
Surveyor $120
UAS Operator $l ls
GIS Specialist sl40
CADD/Computer Technician $e0
2 Person Survey Crew $140
3 Person Survey Crew s 180
Laser Scan/Specialty Survey Crew $300
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
MANUEL G. VERA & ASSOCIATES,INC.
A^,THIS AGREEMENT (this "Agreement") is made effective as of the of5.rN(.- " 2020 (the "Effective Date"), by and between the VILLAGE OF KEY
BISCAYNE, FLORIDA, a Florida municipal corporation, (the "Villt5a"), and MANUEL G
VERA & ASSOCIATES,INC., a Florida corporation (the "Contractor").
WHEREAS, on October 9,2019, the Village issued Request for Qualifications No. 2020-
04 ("RFQ") for Professional Surveying Services for Stormwater Utility and ROW Improvements
("Services," as further defined below); and
WHERLAS, in response to the RFQ, on December 2,2019 the Contractor submitted a
proposal for the Services; and
WHEREAS, on January 10,2020, an Evaluation Committee appointed by the Village
Manager short listed firms and ranked the Contractor as the most qualified firm for the Services;
and
WHEREAS, on February 71,2020,the Village Council adopted Resolution No. 2020-09
selecting the Contractor to provide the Services and authorizingthe Village Manager to negotiate
and execute an agreement with the Contractor; and
WHEREAS, the Contractor will perform miscellaneous surveying services for the Village,
as further described on Exhibit "A" attached hereto, on an as-requested, per-project basis (the
"Services"); and
WHEREAS, the Contractor and Village, through mutual negotiation, have agreed upon a
rate schedule as set forth in Exhibit "B" (the 'oRate Schedule") in connection with the Services;
and
WHEREAS, the Village desires to engage the Contractor to perform the Services and
provide the deliverables as specified below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the Contractor and the Village agree as follows:
1. Scope ofServices.
1.1. The Contractor shall furnish the Services and provide deliverables for various project
aspects for the Village (each a "Project"), as requested by the Village and detailed in a
"Statement of Work" which the Village will provide the Contractor when engaging the
Contractor to work on a specific Project.
Page I of10
1.2. Prior to commencement of work on a specific Project, the Contractor will provide the
Village with a fixed lump sum cost for the Services set forth in the Statement of Work
calculated using the rates set forth on the Rate Schedule.
1.3. If the Village approves the fixed lump sum cost for the Project, the Village will provide the
Contractor with a Notice to Proceed to perform the Services set forth in the Statement of
Work. Contractor acknowledges that it shall not undertake to perform any Services on any
Project until it has received from the Village the Notice to Proceed on such Project.
1.4. Contractor 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.
1.5. The Contractor shall abide by the terms and requirements of the RFQ, as though fully set
forth herein.
2. Term/Commencement Date.
2.1. This Agreement shallbecome effective upon the Effective Date and shall remain in effect
for 3 years thereafter, unless earlier terminated in accordance with Paragraph 8.
Additionally, the Village Manager may renew this Agreement for up to 2 additional 7 year
periods on the same terms as set forth herein upon written notice to the Contractor.
2.2. Contractor agrees that time is of the essence and Contractor shall complete the Services
within the timeframes set forth in the Statement of Work and the Notice to Proceed for
each Project in the manner provided in this Agreement, unless extended by the Village
Manager.
3. Compensation and Pavment.
3.1. Compensation for Services provided by Contractor shall be in accordance with the approved
fixed lump sum set forth in the Statement of Work or the Notice to Proceed for such Project,
which shall be based on the Rate Schedule.
3.2. During each Project, Contractor shall deliver an invoice to Village no more often than once
per month detailing Services completed and the amount due to Contractor under the
Statement of Work for such Project. Fees shall be paid in arrears each month, pursuant to
Contractor's invoice, which shall be based upon the percentage of work completed for each
Project. The Village shall pay the Contractor in accordance with the Florida Prompt
Payment Act after approval and acceptance of the Services by the Village Manager.
4. Subcontractors.
4.1. The Contractor shall be responsible for all payments to any subcontractors and shall
maintain responsibility for all work related to the Services and/or any Project.
Page 2 of 10
4.2. Contractor may only utilize the services of a particular subcontractor 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. Villaqe'sResponsibilities.
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,
and provide criteria requested by Contractor to assist Contractor in performing the
Services.
5.2. Upon Contractor's request, Village shall reasonably cooperate in arranging access to
public information that may be required for Contractor to perform the Services.
6. Contractor's Responsibilitiesl Representations and Warranties.
6.1. The Contractor shall exercise the same degree of care, skill and diligence in the
performance of the Services for each Project as is ordinarily provided by a contractor
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 Contractor's
Deliverables or Services are incorrect, not properly rendered, defective, or fail to conform
to Village requests, the Contractor shall at Contractor's sole expense, immediately correct
its Deliverables or Services.
6.2. The Contractor 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 ofthe Village. Contractor 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 Contractor 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
Contractor have been duly authorized, and this Agreement is binding on Contractor and
enforceable against Contractor 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, Contractor 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.
Page 3 of10
8. Termination.
8.1. The Village Manager, without cause, may terminate this Agreement upon five (5) calendar
days written notice to the Contractor, or immediately with cause.
8.2. Upon receipt of the Village's written notice of termination, Contractor 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 Contractor shall be paid for all work
accepted by the Village Manager up to the date of termination, provided that the
Contractor has first complied with the provisions of Paragraph 8.4.
8.4. The Contractor 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. Contractor 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 Contractor's insurance and shall not contribute to
the Contractor'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 Contractor. The General Aggregate Liability limit
and the ProductsiCompleted 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 ofthe Contractor 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 occuffence,
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
Page 4 of 10
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 occuffence, 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
advance written notice to Village prior to cancellation, termination, or material alteration
of said policies or insurance. The Contractor 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 Insuranceo 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 Contractor in performance of this Agreement. The Contractor'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 Contractor's insurance. The Contractor'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. Loss Pavee. The Village is to be specifically named as a loss payee under the Contractor's
Professional Insurance policy so that the Village will be a third party beneficiary entitled
to receive all money payable under the relevant policy for any claims, damages, or losses
in connection with, related to, or arising from Contractor's Services or performance
pursuant to this Agreement.
9.5. Deductibles. All deductibles or self-insured retentions must be declared to and be
reasonably approved by the Village. The Contractor shall be responsible for the payment
of any deductible or self-insured retentions in the event of any claim.
Page 5 of10
9.6. The provisions of this section shall survive termination of this Agreement.
10. Nondiscrimination. During the term of this Agreement, Contractor shall not discriminate
against any of its employees or applicants for employment because oftheir race, color, religion,
sex, or national origin, and to abide by all Federal and State laws regarding nondiscrimination.
11. Attorneys Fees and Waiver of Jury Trial.
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
ofany paralegals, law clerks and legal assistants, and including fees and expenses charged
for representation at both the trial and appellate levels.
II.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. Contractor 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 Contractor's performance or non-
performance of any provision of this Agreement, including, but not limited to, liabilities
arising from contracts between the Contractor and third parties made pursuant to this
Agreement. Contractor shall reimburse the Village for all its expenses including
reasonable attorneys' fees and costs incurred in and about the defense ofany such claim
or investigation and for any judgment or damages arising from Contractor's performance
or non-perforrnance 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 retum 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.
Page 6 of 10
15. Entire Agreement/Modifi cation/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. Contractor 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
the Village which are conceived, developed or made by Contractor during the term of this
Agreement ("Work Product") belong to the Village. Contractor shall promptly disclose
such Work Product to the Village and perform all actions reasonably requested by the
Village (whether during or after the term ofthis Agreement) to establish and confirm such
ownership (including, without limitation, assignments, powers of attorney and other
instruments).
16.2. Contractor agrees to keep and maintain public records in Contractor's possession
or control in connection with Contractor'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 Contractor involving transactions related to this
Agreement. Contractor additionally agrees to comply specifically with the provisions of
Section 119.0701, Florida Statutes. Contractor 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, Contractor 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 Contractor
shall be delivered by the Contractor to the Village Manager, at no cost to the Village,
within seven (7) days. All such records stored electronically by Contractor 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
Page 7 of10
termination of this Agreement, the Contractor 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 Contractor shall be withheld until all records are received
as provided herein.
16.7. Contractor'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(2Xa). Florida Statutes. IF THE
CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS.
Custodian of Records:
Mailing address:
Telephone number:
Email:
Peter J. Kulpa
88 West Mclntyre Street
Key Biscayne, FL 33149
30s-365-5506
p kulpa@kevbiscavne.fl . gov
17. Nonassisnability. This Agreement shall not be assignable by Contractor unless such
assignment is first approved by the Village Manager. The Village is relying upon the apparent
qualifications and expertise of the Contractor, and such firm's familiarity with the Village's
area, circumstances and desires.
18. Severabilitv. 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 Contractor 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 ofjoint undertaking, enterprise or venture between the parties.
20. Compliance with Laws. The Contractor shall com ply 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.
Page 8 of 10
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 Contingencv Fees. The Contractor warrants that it has not employed or
retained any company or person, other than a bona fide employee working solely for the
Contractor, 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 Contractor, any fee, commission, percentage, gift, or any other consideration,
contingent upon or resulting from the award or making of this Agreement.
24. Public Entitv Crimes Affidavit. Contractor 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 blank. Signature pages follow.l
Page 9 of 10
IN WITIYESS WIIEREOF, the parties hereto have caused this Agreement to be executed the day and year as first
stated above.
VILLAGE OF KEY BISCAYNE CONTRACTOR
By Mr..trrl.r- 6-iloroAndrea Agha
Village Manager
Title:
Attest:
Entity: MANUEL G. VERA & ASSOCIATES,
INC.
Clerk
Approved as to form and legal
By:
Weiss Serota Helftnan Cole & Bierman, P.L.
Village Attorney
By:
Addresses for Notice:
Village of Key Biscayne
Attn: Village Manager
88 West Mclntyre Street
Key Biscayne, FL 33149
305-365-55 I 4 (telephone)
305-365-8936 (facsimile)
aagha@keybiscayne. fl . gov (email)
With a copy to:
Weiss Serota Helfrnan Cole & Bierman, P.L.
Attn: Chad Friedman, Esq.
Village of Key Biscayne Attorney
2525 Ponce de Leon Boulevard, Suite 700
Coral Gables, FL 33134
cfr iedman@wshlaw.com (email)
Addresses for Notice:
MAI\UEL G. VERA & ASSOCIATES,INC.
13960 SW 47th Street
22
.com email)
With a copy to:
(telephone)
email)
)
)
(
Page 10 of10
EXHIBIT (A''
SCOPE OF SERVICES
The Contractor can expect to provide services including, but not limited to, the following tasks:
r LiDAR Scanning
o Boundary/Property surveys and analysis
. Topographic, easement, roadway and right-of-way surveyso Preparation of easement or right-of-way exhibits
o Property line staking
o Construction layout survey and staking
. Review of right-of-way and easement documents for developments. Legal descriptions
r Monument placement
r Flood plain, FEMA, beach surveying/mapping
r CAD map and data base creation
o Underground/aboveground utilities identification and mapping
o Ground Penetrating Radar
o Cut and fill calculations
. As-builVrecord drawing survey and preparation
o Title searches
. Aerial photography
o Tree Surveys
. 3D data viewing platform such as SCENE 2go or equivalent
o GIS
o Asset Management Support
EXHIBIT "8"
RATE SCHEDULE
The Rate Schedule for Services performed pursuant to this Agreement are as follows
Role Hourly Rate
Principal $260
Project Manager $21 0
Aerial Sensor Operator $75
Chief Surveyor $19s
Contract Coordinator $190
Field Crew Supervisor I $e0
Field Crew Supervisor II $ 135
Mobile Survey Analyst I (Entry)$e0
Mobile Survey Analyst 2 (Junior)$90
Mobile Survey Analyst 3 (Senior)$1 3s
Multi Engine Aircraft Pilot $130
Party Chief $e0
Principal Surveyor $l s0
Project Surveyor $1 30
Secretary/Clerical $80
Senior Project Surveyor $17s
Senior Surveyor s16s
SUE Technician 1 (Entry)$ss
SUE Techn ician 2 (Junior)s60
SUE Technician 3 (Senior)$85
Survey Technician I (Entry)s4s
Survey Technician 2 (Junior)$s5
Survey Technician 3 (Senior)s8s
Survey/GIS/SUE Analyst 1 (Entry)$6s
Survey/GlS/SUE Analyst 2 (Junior)sl 00
SurveyiGIS/SUE Analyst 3 (Senior)$ 13s
Surveyor $120
UAS Operator $l ls
GIS Specialist $140
CADD/Computer Technician $e0
2 Person Survey Crew $140
3 Person Survey Crew $ 180
Laser Scan/Specialty Survey Crew $300
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
F.R. ALEMAN AND ASSOCIATES,INC.
THIS AGREEMENT (this "Agreement") is made effective as of the t{h
day of
{*fA?2020 (the "Effective Date")o by and between the VILLAGE OF KEY
BISCAYNE, FLORIDA, a Florida municipal corporation, (the "Village"), and F.R. ALEMAN
AND ASSOCIATES,INC., a Florida corporation (the "Contractor").
WHEREAS, on October 9,2019, the Village issued Request for Qualifications No. 2020-
04 ("RFQ") for Professional Surveying Services for Stormwater Utility and ROW Improvements
("Services," as further defined below); and
WHEREAS, in response to the RFQ, on December 2,2019 the Contractor submitted a
proposal for the Services; and
WHEREAS, on January 10, 2020, an Evaluation Committee appointed by the Village
Manager short listed firms and ranked the Contractor as the most qualified firm for the Services;
and
WHEREAS, on February 71,2020,the Village Council adopted Resolution No. 2020-09
selecting the Contractor to provide the Services and authorizing the Village Manager to negotiate
and execute an agreement with the Contractor; and
WHEREAS, the Contractor will perform miscellaneous surveying services for the Village,
as further described on Exhibit "A" attached hereto, on an as-requested, per-project basis (the
"Services"); and
WHEREAS, the Contractor and Village, through mutual negotiation, have agreed upon a
rate schedule as set forth in Exhibit "8" (the "Rate Schedule") in connection with the Services;
and
WHEREAS, the Village desires to engage the Contractor to perform the Services and
provide the deliverables as specified below.
NOW, THEREFORE, in consideration ofthe mutual covenants and conditions contained
herein, the Contractor and the Village agree as follows:
1. Scope ofServices.
1.1. The Contractor shall furnish the Services and provide deliverables for various project
aspects for the Village (each a "Project"), as requested by the Village and detailed in a
ooStatement of Work" which the Village will provide the Contractor when engaging the
Contractor to work on a specific Project.
Page 1 of10
1.2. Prior to commencement of work on a specific Project, the Contractor will provide the
Village with a fixed lump sum cost for the Services set forth in the Statement of Work
calculated using the rates set forth on the Rate Schedule.
1.3. If the Village approves the fixed lump sum cost for the Project, the Village will provide the
Contractor with a Notice to Proceed to perform the Services set forth in the Statement of
Work. Contractor acknowledges that it shall not undertake to perform any Services on any
Project until it has received from the Village the Notice to Proceed on such Project.
1.4. Contractor 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.
1.5. The Contractor shall abide by the terms and requirements of the RFQ, as though fully set
forth herein.
2. Term/CommencementDate.
2.1. This Agreement shall become effective upon the Effective Date and shall remain in effect
for 3 years thereafter, unless earlier terminated in accordance with Paragraph 8.
Additionally, the Village Manager may renew this Agreement for up to 2 additional 1 year
periods on the same terms as set forth herein upon written notice to the Contractor.
2.2. Contractor agrees that time is of the essence and Contractor shall complete the Services
within the timeframes set forth in the Statement of Work and the Notice to Proceed for
each Project in the manner provided in this Agreement, unless extended by the Village
Manager.
3. Compensation and Payment.
3.1. Compensation for Services provided by Contractor shall be in accordance with the approved
fixed lump sum set forth in the Statement of Work or the Notice to Proceed for such Project,
which shall be based on the Rate Schedule. Additional expenses that are not included in the
Rate Schedule and lump sum fees must be pre-approved, in writing by the Village and will
be considered as line item reimbursements.
3.2. During each Project, Contractor shall deliver an invoice to Village no more often than once
per month detailing Services completed and the amount due to Contractor under the
Statement of Work for such Project. Fees shall be paid in arrears each month, pursuant to
Contractor's invoice, which shall be based upon the percentage of work completed for each
Project. The Village shall pay the Contractor in accordance with the Florida Prompt
Payment Act after approval and acceptance of the Services by the Village Manager.
4. Subcontractors.
4.1. The Contractor shall be responsible for all payments to any subcontractors and shall
maintain responsibility for all work related to the Services and/or any Project.
Page 2 of 10
4.2. Contractor may only utilize the services of a particular subcontractor 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. Villase'sResponsibilities.
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,
and provide criteria requested by Contractor to assist Contractor in performing the
Services.
5.2. Upon Contractor's request, Village shall reasonably cooperate in arranging access to
public information that may be required for Contractor to perform the Services.
6. Contractor's Responsibilities; Representations and Warranties.
6.1. The Contractor shall exercise the same degree of care, skill and diligence in the
performance of the Services for each Project as is ordinarily provided by a contractor
under similar circumstances. If at any time during the term of this Agreement or within
two (2) years from the completion ofthis Agreement, it is determined that the Contractor's
Deliverables or Services are incorrect, not properly rendered, defective, or fail to conform
to Village requests, the Contractor shall at Contractor's sole expense, immediately correct
its Deliverables or Services.
6.2. The Contractor 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 ofthe Village. Contractor 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 Contractor 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
Contractor have been duly authorized, and this Agreement is binding on Contractor and
enforceable against Contractor 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, Contractor 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.
Page 3 of 10
8. Termination.
8.1. The Village Manager, without cause, may terminate this Agreement upon five (5) calendar
days written notice to the Contractor, or immediately with cause.
8.2. Upon receipt of the Village's written notice of termination, Contractor 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 Contractor shall be paid for all work
accepted by the Village Manager up to the date of termination, provided that the
Contractor has first complied with the provisions of Paragraph 8.4.
8.4. The Contractor 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. Contractor 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 Contractor's insurance and shall not contribute to
the Contractor'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 Contractor. 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 Contractor 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 occuffence,
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
Page 4 of10
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
advance written notice to Village prior to cancellation, termination, or material alteration
of said policies or insurance. The Contractor 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 Contractor in performance of this Agreement. The Contractor'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 Contractor's insurance. The Contractor'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. Loss Pavee. The Village is to be specifically named as a loss payee under the Contractor's
Professional Insurance policy so that the Village will be a third party beneficiary entitled
to receive all money payable under the relevant policy for any claims, damages, or losses
in connection with, related to, or arising from Contractor's Services or performance
pursuant to this Agreement.
9.5. Deductibles. All deductibles or self-insured retentions must be declared to and be
reasonably approved by the Village. The Contractor shall be responsible for the payment
of any deductible or self-insured retentions in the event of any claim.
Page 5 of10
9.6. The provisions of this section shall survive termination of this Agreement.
10. Nondiscrimination.During the term of this Agreement, Contractor shall not discriminate
against any of its employees or applicants for employment because of their race, color, religion,
sex, or national origin, and to abide by all Federal and State laws regarding nondiscrimination.
11. Attorneys Fees and Waiver of Jury Trial.
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
ofany paralegals, law clerks and legal assistants, and including fees and expenses charged
for representation at both the trial and appellate levels.
II.2. IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS
AGREEMENT, EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY,
VOLLINTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY
JURY.
12. Indemnification.
12.1. Contractor 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 Contractor's performance or non-
performance of any provision of this Agreement, including, but not limited to, liabilities
arising from contracts between the Contractor and third parties made pursuant to this
Agreement. Contractor shall reimburse the Village for all its expenses including
reasonable attorneys'fees and costs incurred in and aboutthe defense ofany such claim
or investigation and for any judgment or damages arising from Contractor's performance
or non-perforrnance 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 Renresenfafives-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. Governinq Law and Venue. This Agreement shall be construed in accordance with and
govemed 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.
Page 6 of 10
15. Entire Asreement/Modifi cation/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 modifu
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. Contractor 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
the Village which are conceived, developed or made by Contractor during the term of this
Agreement ("Work Product") belong to the Village. Contractor 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. Contractor agrees to keep and maintain public records in Contractor's possession
or control in connection with Contractor'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 rightto
examine and audit any records of the Contractor involving transactions related to this
Agreement. Contractor additionally agrees to comply specifically with the provisions of
Section 119.0701, Florida Statutes. Contractor 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, Contractor 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 I19, 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 Contractor
shall be delivered by the Contractor to the Village Manager, at no cost to the Village,
within seven (7) days. All such records stored electronically by Contractor 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
Page 7 of l0
termination of this Agreement, the Contractor 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 Contractor shall be withheld until all records are received
as provided herein.
16.7. Contractor'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 I 9-O7Ol/2\h). Florida Statutes. IF'' THE
CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEEMENTO CONTACT THE
CUSTODIAN OF PUBLIC RECORDS.
Custodian of Records:
Mailing address:
Telephone number:
Email:
Peter J. Kulpa
88 West Mclntyre Street
Key Biscayne, FL 33149
30s-36s-5506
nku lpa@kevbiscavne.fl .sov
17. Nonassienabilitv. This Agreement shall not be assignable by Contractor unless such
assignment is first approved by the Village Manager. The Village is relying upon the apparent
qualifications and expertise of the Contractor, and such firm's familiarity with the Village's
area, circumstances and desires.
18. Severabilitv. 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.
lg.Independent Contractor. The Contractor 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 ofjoint undertaking, enterprise or venture between the parties.
20. Compliance with Laws. The Contractor 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.
Page 8 of 10
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 Contineencv Fees. The Contractor warrants that it has not employed or
retained any company or person, other than a bona fide employee working solely for the
Contractor, 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 Contractor, any fee, commission, percentage, gift, or any other consideration,
contingent upon or resulting from the award or making of this Agreement.
24. Public Entitv Crimes Affidavit. Contractor 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 aff,rdavit.
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 blank. Signature pages follow.]
Page 9 of10
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 CONTRACTOR
By:By:
Andrea Agha
Village Manager
Attest:
Peter
Interim Clerk
Approved as to form and legal
By:
Weiss Serota Helfman Cole & Bierman, P.L.
Village Attorney
By
Addresses for Notice:
Village of Key Biscayne
Attn: Village Manager
88 West Mclntyre Street
Key Biscayne,FL33149
305-365-55 14 (telephone)
305-365-8936 (facsimile)
aagha@keybiscayne.fl .gov (email)
With a copy to:
Weiss Serota Helfman Cole & Bierman, P.L.
Attn: Chad Friedman, Esq.
Village of Key Biscayne Attorney
2525Ponce de Leon Boulevard, Suite 700
Coral Gables, FL 33134
cfr iedman@wsh-law.com (email)
Name: Yvette A. Aleman, PE
Title: President
Entity: F.R. ALEMAN & ASSOCIATES,INC.
Addresses for Notice:
F.R. ALEMAN & ASSOCIATES,INC.
Attn: Yvette A. Aleman, PE
10305 Nw 4l't Street, Suite 200
Miami, FL 33178
305 -591 -8777 (telephone)
30 5 - 599 -87 49 (facsimile)
marketing@fr -aleman.com (email)
Page 10 of10
EXIIIBIT "A''
SCOPE OF SERVICES
The Contractor can expect to provide services including, but not limited to, the following tasks:
r LiDAR Scanning
r Boundary/Property surveys and analysis
. Topographic, easement, roadway and right-of-way surveysr Preparation of easement or right-of-way exhibitsr Property line staking
o Construction layout survey and stakingo Review of right-of-way and easement documents for developments. Legal descriptions
r Monument placement
. Flood plain, FEMA, beach surveyinglmapping
o CAD map and data base creation
o Underground/aboveground utilities identification and mapping. Ground Penetrating Radarr Cut and fill calculations
o As-built/record drawing survey and preparation
r Title searches
r Aerial photography
o Tree Surveys
o 3D data viewing platform such as SCENE 2go or equivalento GIS
o Asset Management Support
EXHIBIT "B"
RATE SCHEDULE
The Rate Schedule for Services performed pursuant to this Agreement are as follows:
Role Hourly Rate
Principal $260
Pro.iect Manager s2l 0
Aerial Sensor Operator $75
Chief Surveyor $ l9s
Contract Coordinator $190
Field Crew Supervisor I $e0
Field Crew Supervisor II $13s
Mobile Survey Analyst 1 (Entry)$e0
Mobile Survey Analyst 2 (Junior)$e0
Mobile Survey Analyst 3 (Senior)$135
Multi Engine Aircraft Pilot s 130
Party Chief $e0
Principal Surveyor sl 50
Pro.iect Surveyor $130
Secretary/Clerical $80
Senior Project Surveyor $l 75
Senior Surveyor $l6s
SUE Technician 1 (Entry)s5s
SUE Techn ician 2 (Junior)s60
SUE Technician 3 (Senior)$8s
Survey Technician I (Entry)$45
Survey Technician 2 (Junior)$ss
Survey Technician 3 (Senior)$8s
Survey/GIS/SUE Analyst I (Entry)s6s
Survey/GIS/SUE Analyst 2 (Junior)$100
Survey/GIS/SUE Analyst 3 (Senior)$l3s
Surveyor $120
UAS Operator $l1s
GIS Specialist $140
CADD/Computer Technician $e0
2 Person Survey Crew $140
3 Person Survey Crew $l 80
Laser Scan/Specialty Survey Crew $300