Loading...
HomeMy Public PortalAbout2020-33 Approving agreements with KCI Technologies, Inc, Manuel G. Vera and Associates, Inc and F.R. Aleman and Associates Inc for miscellaneous surveying servicesRESOLUTION 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: Page I of2 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. Page I ofl0 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. Page 2 of 10 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. 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 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 Page 4 of l0 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. Page 5 of 10 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. Page 6 of 10 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 Page 7 ofl0 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/mapping o CAD map and data base creation r 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 staking o 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 Radar r 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