Authorize agreement with veterinarian for peafowl mitigation project

DATE: September 1, 2023 TO: The Honorable Mayor and Members of the Village Council FROM: Yocelyn Galiano, ICMA-CM, Village Manager RE: Resolution Authorizing an Agreement with Don J. Harris, DVM for the Pinecrest Peafowl Mitigation Program On March 14, 2023, Village Council adopted the 2023 Strategic Plan which included the strategic objective of developing and implementing a peafowl management program. On June 13, 2023, Village Council adopted Resolution 2023-52 approving a Peafowl Mitigation Policy and directing Village staff to transmit said policy to the Miami-Dade County Board of County Commissioners (BOC) for approval pursuant to the Miami-Dade County Code, Chapter 5 “Animals and Fowl”, Section 5-16 “taking of peafowl prohibited”. At their July 18, 2023, the policy was approved the Miami-Dade County BOC. With the approval of the county, the Village tasked Dr. Harris to perform a trial vasectomy on a peacock. The procedure was a success as a means of limiting the reproduction of the peacock population. I hereby respectfully recommend the Village Council adopt the attached resolution authorizing the Village Manager to enter into an agreement with Don J. Harris, DVM for services relating to the sterilization of peacocks as part of the Pinecrest Peafowl Mitigation Program. Funding for this program is included in the fiscal year 2023-24 budget. If this Resolution is approved, this agreement will be executed after the final budget hearing. THIS PAGE INTENTIONALLY BLANK RESOLUTION NO. 2023- A RESOLUTION OF THE VILLAGE OF PINECREST, FLORIDA, AUTHORIZING THE VILLAGE MANAGER TO ENTER INTO AN AGREEMENT WITH DON J. HARRIS, DVM, FOR THE PINECREST PEAFOWL MITIGATION PROJECT; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on March 14, 2023, Village Council adopted the 2023 Strategic Plan which included the strategic objective of developing and implementing a peafowl management program; and WHEREAS, on June 13, 2023, Village Council adopted Resolution 2023-52 approving a Peafowl Mitigation Policy and directing Village staff to transmit said policy to the Miami-Dade County Board of County Commissioners (BOC) for approval pursuant to the Miami-Dade County Code, Chapter 5 “Animals and Fowl”, Section 5-16 “taking of peafowl prohibited”; and WHEREAS, on July 18, 2023, the policy was approved by the Miami-Dade County BOC; and WHEREAS, the Village tasked Dr. Harris to perform a trial vasectomy on a peacock. The procedure was a success as a means of limiting the reproduction of the peacock population;

BE IT RESOLVED BY THE VILLAGE COUNCIL OF PINECREST, FLORIDA, AS FOLLOWS: Section 1. That the Village Council hereby authorizes the Village Manager to enter into the attached agreement with Don J. Harris, DVM, for the Peafowl Mitigation Program. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 12th day of September, 2023. Joseph M. Corradino, Mayor Attest: ____________________________ Priscilla Torres, MMC Village Clerk Approved as to Form and Legal Sufficiency: ____________________________ Mitchell Bierman Village Attorney Consent Agenda THIS PAGE INTENTIONALLY BLANK Page 1 of 12 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE VILLAGE OF PINECREST AND Don J. Harris, DVM THIS AGREEMENT (this “Agreement”) is made effective as of the 1st day of October, 2023 (the “Effective Date”), by and between the VILLAGE OF PINECREST, FLORIDA, a Florida municipal corporation, whose principal address is 12645 Pinecrest Parkway, Pinecrest, Florida 33156 (hereinafter the “Village”), and Don J. Harris, DVM, whose address is 6380 South Dixie Highway, Miami, Florida 33143 (hereinafter the “Contractor”). WHEREAS, the Contractor will perform peacock sterilization services on behalf of the Village as part of the Peafowl Mitigation Program; and, WHEREAS, the Contractor and Village, through mutual negotiation, have agreed upon a fee for 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 of Services. 1.1 Contractor shall provide the Services necessary for the sterilization of peacocks, including housing the birds before and after surgery. 1.2 Contractor shall furnish all reports, documents, information obtained pursuant to this Agreement, and recommendations during the term of this Agreement (hereinafter “Deliverables”). 2. Term/Commencement Date. 2.1 This Agreement shall become effective upon the Effective Date and shall remain in effect for twelve (12) months thereafter, with a two-year renewal option, unless earlier terminated in accordance with Paragraph 8. Page 2 of 12 3. Compensation and Payment. 3.1 Compensation for Services provided by Contractor shall be $5,000 per month, for services described in 1.1 Scope of Services, above. 3.2 Contractor shall deliver an invoice to Village no more often than once per month detailing Services completed and the amount due to Contractor under this Agreement. Fees shall be paid in arrears each month, pursuant to Contractor’s invoice. 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. 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. Village’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. Contractor’s Responsibilities. 6.1 The Contractor shall exercise the same degree of care, skill and diligence in the performance of the Services 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 Page 3 of 12 applicable to and necessary to perform the Services for Village as an independent contractor of the Village. 7. Conflict of Interest. 7.1 To avoid any conflict of interest or any appearance thereof, 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. 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. Page 4 of 12 a. 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. b. 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. c. Business Automobile Liability with minimum limits of $1,000,000 per Occurrence, combined single limit for Bodily Injury and Property Damage. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Service Office, and must include Owned, Hired, and Non-Owned Vehicles. d. 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. Page 5 of 12 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. 9.6 The provisions of this section shall survive termination of this Agreement. 10. Nondiscrimination. 10.1 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 of any paralegals, law clerks and legal assistants, and Page 6 of 12 including fees and expenses charged for representation at both the trial and appellate levels. 11.2 IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS AGREEMENT, EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY. 12. Indemnification. 12.1 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 negligent acts, errors, or omissions arising out of the 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 of any such claim or investigation and for any judgment or damages arising from Contractor’s negligent performance or non-performance of this Agreement. 12.2 The provisions of this section shall survive termination of this Agreement. 13. Notices/Authorized Representatives. 13.1 Any notices required by this Agreement shall be in writing and shall be deemed to have been properly given if transmitted by hand-delivery, by registered or certified mail with postage prepaid return receipt requested, or by a private postal service, addressed to the parties (or their successors) at the following addresses: For the Village: Yocelyn Galiano, Village Manager Village of Pinecrest 12645 Pinecrest Parkway Pinecrest, FL 33156 With a copy to: Chad Friedman, Esq. Village Attorney Weiss Serota Helfman Cole & Bierman, P.L. 2525 Ponce de Leon Blvd., Suite 700 Coral Gables, FL 33134 For the Contractor: Don J. Harris, DVM 6380 South Dixie Highway Miami, Florida 33143 djhdvm@outlook.com Page 7 of 12 14. Governing Law and Venue. 14.1 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. 15. Entire Agreement/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 modify or amend the terms of this Agreement, unless executed with the same formality as this document. 15.3 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. 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. Contractor additionally agrees to comply specifically with the provisions of